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Delaware
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001-32410
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98-0420726
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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N/A
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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CE
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The New York Stock Exchange
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1.125% Senior Notes due 2023
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CE /23
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The New York Stock Exchange
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1.250% Senior Notes due 2025
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CE /25
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The New York Stock Exchange
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2.125% Senior Notes due 2027
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CE /27
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The New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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•
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Celanese Americas Supplemental Retirement Savings Plan;
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•
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Celanese Corporation 2008 Deferred Compensation Plan (the “Deferred Compensation Plan”);
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•
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Executive Change in Control Agreements for the Company’s executive officers (the “CIC Agreements”); and
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Award Agreements for the 2019 Time- and Performance-Based Restricted Stock Unit Award Agreements.
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•
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Modify the definition of a “Change in Control” for all participants to apply to a transaction or series of transactions where a nonaffiliate of the Company acquires at least 30%, rather than 50%, of the total combined voting power of the Company’s securities eligible to vote in an election of the Board;
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•
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For the CIC Agreements, (1) add a prorated cash bonus under the Company’s annual incentive plan for the year of termination to reflect services rendered; (2) clarify that outplacement benefits continue for up to 12 months at the option of the executive; and (3) make other nonsubstantive and clarifying changes; and
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For the CEO’s CIC Agreement only, increase the severance payout from 2.0 to 3.0 times base salary and a computed bonus.
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CELANESE CORPORATION
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By:
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/s/ JAMES R. PEACOCK III
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Name:
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James R. Peacock III
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Title:
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Vice President, Deputy General Counsel and Corporate Secretary
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Date:
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February 11, 2020
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