þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
|
98-0420726 | |
(State or Other Jurisdiction
of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
1601 West LBJ Freeway,
Dallas, TX (Address of Principal Executive Offices) |
75234-6034
(Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
2
32
Three Months Ended September 30,
Nine Months Ended September 30,
2008
2007
2008
2007
(in $ millions, except for per share data)
1,823
1,573
5,537
4,684
(1,490
)
(1,236
)
(4,390
)
(3,651
)
333
337
1,147
1,033
(142
)
(133
)
(416
)
(371
)
(19
)
(18
)
(58
)
(53
)
(18
)
(18
)
(59
)
(54
)
(1
)
(12
)
(24
)
(118
)
(1
)
3
(1
)
(9
)
(1
)
(13
)
151
147
592
424
19
24
46
65
(65
)
(63
)
(195
)
(196
)
(256
)
8
9
27
34
35
29
138
93
4
(15
)
9
(30
)
152
131
617
134
12
(1
)
(106
)
(6
)
1
164
130
512
128
(8
)
(120
)
38
47
2
(2
)
45
(1
)
(6
)
(2
)
(75
)
84
158
128
437
212
(3
)
(2
)
(8
)
(7
)
155
126
429
205
1.09
0.85
3.36
0.78
(0.04
)
(0.01
)
(0.50
)
0.54
1.05
0.84
2.86
1.32
1.01
0.77
3.08
0.74
(0.04
)
(0.01
)
(0.45
)
0.49
0.97
0.76
2.63
1.23
147,063,241
150,154,309
149,976,915
155,423,930
162,911,689
167,410,047
166,008,010
172,115,966
3
Table of Contents
4
Table of Contents
Nine Months Ended
September 30, 2008
Shares Outstanding
Amount
(in $ millions, except share data)
9,600,000
9,600,000
152,102,801
1,056,368
(9,763,200
)
10,464
143,406,433
10,838,486
(403
)
9,763,200
(378
)
20,601,686
(781
)
469
2
11
10
492
799
437
(18
)
(8
)
1,210
197
(19
)
(67
)
(1
)
(2
)
108
1,029
437
(19
)
(67
)
(1
)
(2
)
348
5
Table of Contents
Nine Months Ended
September 30,
2008
2007
(in $ millions)
437
212
19
17
272
238
(5
)
(59
)
2
(31
)
256
25
(2
)
10
(92
)
(14
)
(34
)
(120
)
25
58
90
(43
)
(98
)
(296
)
(243
)
345
279
(212
)
(217
)
(1
)
(269
)
7
682
311
(122
)
(13
)
147
39
(128
)
(39
)
46
(93
)
(78
)
(33
)
(169
)
196
8
18
13
2,885
(31
)
(3,045
)
(240
)
(378
)
(403
)
18
51
(26
)
(26
)
(6
)
(402
)
(760
)
(15
)
25
(241
)
(260
)
825
791
584
531
6
Table of Contents
1.
Description
of the Company and Basis of Presentation
7
Table of Contents
2.
Recent
Accounting Pronouncements
3.
Acquisitions,
Ventures and Divestitures
8
Table of Contents
9
Table of Contents
10
Table of Contents
4.
Inventories
As of
As of
September 30,
December 31,
2008
2007
(in $ millions)
580
500
31
29
132
107
743
636
5.
Goodwill
and Intangible Assets, Net
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(in $ millions)
277
264
47
278
866
(6
)
(3
)
(5
)
(19
)
(33
)
(5
)
(7
)
(5
)
(17
)
266
254
42
254
816
11
Table of Contents
Trademarks and
Customer
Developed
Licenses
Tradenames
Relationships
Technology
Other
Total
(in $ millions)
85
562
12
12
671
28
28
1
(2
)
(13
)
(14
)
29
83
549
12
12
685
(228
)
(9
)
(9
)
(246
)
(2
)
(54
)
(1
)
(1
)
(58
)
8
8
(2
)
(274
)
(10
)
(10
)
(296
)
27
83
275
2
2
389
(1)
Acquisition of a sole and exclusive license to patents and
patent applications related to acetic acid.
12
Table of Contents
6.
Debt
As of
As of
September 30,
December 31,
2008
2007
(in $ millions)
72
44
230
228
302
272
2,817
2,855
14
14
181
181
191
110
187
168
3,390
3,328
72
44
3,318
3,284
13
Table of Contents
Nine Months
Ended
September 30, 2007
(in $ millions)
207
33
16
256
7.
Other
Liabilities
As of
As of
September 30,
December 31,
2008
2007
(in $ millions)
128
157
17
19
36
40
36
41
1
170
9
16
28
129
306
316
561
888
14
Table of Contents
As of
As of
September 30,
December 31,
2008
2007
(in $ millions)
87
96
85
78
65
71
379
93
37
31
31
37
109
89
793
495
15
Table of Contents
8.
Benefit
Obligations
Pension Benefits
Postretirement Benefits
Pension Benefits
Postretirement Benefits
Three Months Ended September 30,
Nine Months Ended September 30,
2008
2007
2008
2007
2008
2007
2008
2007
(in $ millions)
8
11
24
30
1
1
50
50
4
5
149
142
13
14
(56
)
(58
)
(167
)
(164
)
1
(1
)
1
(3
)
(1
)
3
3
3
5
7
8
11
14
9.
Shareholders
Equity
16
Table of Contents
10.
Commitments
and Contingencies
Cox, et al. v. Hoechst Celanese Corporation, et al.
,
No. 94-0047
(Chancery Ct., Obion County, Tennessee).
Couture, et al. v. Shell Oil Company, et al.
,
No. 200-06-000001-985
(Quebec Superior Court, Canada).
Dilday, et al. v. Hoechst Celanese Corporation, et al.
,
No. 15187 (Chancery Ct., Weakley County, Tennessee).
Furlan v. Shell Oil Company, et al.
,
No. C967239 (British Columbia Supreme Court, Vancouver
Registry, Canada).
Gariepy, et al. v. Shell Oil Company, et al.
,
No. 30781/99 (Ontario Court General Division, Canada).
Shelter General Insurance Co., et al. v. Shell Oil
Company, et al.
, No. 16809 (Chancery Ct.,
Weakley County, Tennessee).
St. Croix Ltd., et al. v. Shell Oil Company, et al.
,
No. 1997/467 (Territorial Ct., St. Croix Division, the
US Virgin Islands).
Tranter v. Shell Oil Company, et al.
,
No. 46565/97 (Ontario Court General Division, Canada).
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
Table of Contents
The Company will indemnify Hoechst, and its legal successors,
against those liabilities up to 250 million;
Hoechst, and its legal successors, will bear those liabilities
exceeding 250 million, however the Company will
reimburse Hoechst, and its legal successors, for one-third of
those liabilities for amounts that exceed 750 million
in the aggregate.
21
Table of Contents
22
Table of Contents
11.
Fair
Value Measurements
Level 1
unadjusted quoted prices for identical assets or liabilities in
active markets accessible by the Company
23
Table of Contents
Fair Value Measurement as of
September 30, 2008 Using
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
As of
(Level 1)
(Level 2)
September 30, 2008
(in $ millions)
90
129
219
67
67
1
1
90
197
287
28
28
31
31
59
59
12.
Other
(Charges) Gains, Net
Three Months Ended
Nine Months Ended
September 30,
September 30,
2008
2007
2008
2007
(in $ millions)
(8
)
(2
)
(19
)
(27
)
(4
)
(7
)
(4
)
2
2
(3
)
(1
)
(8
)
(4
)
(74
)
(21
)
(6
)
(21
)
(9
)
23
23
8
8
(1
)
(2
)
(1
)
(12
)
(24
)
(118
)
24
Table of Contents
Nine Months Ended
September 30, 2008
(in $ millions)
45
19
(26
)
(2
)
36
13.
Income
Taxes
25
Table of Contents
14.
Business
Segments
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(in $ millions)
272
295
378
1,056
(1)
(178
)
1,823
25
43
18
133
(67
)
152
19
13
15
36
2
85
16
15
18
21
3
73
258
282
314
864
(1)
1
(146
)
1,573
54
35
(9
)
145
(94
)
131
17
15
13
31
1
77
16
11
18
55
1
101
866
869
1,129
3,219
(2)
1
(547
)
5,537
112
187
55
520
(257
)
617
58
40
43
102
7
250
43
35
47
62
7
194
1,916
1,058
1,014
2,764
1,220
7,972
777
832
1,015
2,532
(2)
2
(474
)
4,684
152
164
2
391
(575
)
134
51
39
43
81
4
218
31
25
46
112
3
217
1,751
1,157
995
2,530
1,625
8,058
(1)
Includes $178 million and $146 million of
inter-segment sales eliminated in consolidation for the three
months ended September 30, 2008 and 2007, respectively.
(2)
Includes $547 million and $474 million of
inter-segment sales eliminated in consolidation for the nine
months ended September 30, 2008 and 2007, respectively.
(3)
Includes decrease of $3 million and $18 million in
accrued capital expenditures since December 31, 2007 for
the three and nine months ended September 30, 2008,
respectively.
26
Table of Contents
15.
Earnings
Per Share
Three Months Ended September 30,
2008
2007
Basic
Diluted
Basic
Diluted
(in $ millions, except for share and per share data)
164
164
130
130
(6
)
(6
)
(2
)
(2
)
158
158
128
128
(3
)
(2
)
155
158
126
128
147,063,241
147,063,241
150,154,309
150,154,309
3,367,888
4,790,700
418,300
421,740
12,062,260
12,043,298
147,063,241
162,911,689
150,154,309
167,410,047
1.09
1.01
0.85
0.77
(0.04
)
(0.04
)
(0.01
)
(0.01
)
1.05
0.97
0.84
0.76
Nine Months Ended September 30,
2008
2007
Basic
Diluted
Basic
Diluted
(in $ millions, except for share and per share data)
512
512
128
128
(75
)
(75
)
84
84
437
437
212
212
(8
)
(7
)
429
437
205
212
149,976,915
149,976,915
155,423,930
155,423,930
3,412,357
4,357,815
556,478
290,923
12,062,260
12,043,298
149,976,915
166,008,010
155,423,930
172,115,966
3.36
3.08
0.78
0.74
(0.50
)
(0.45
)
0.54
0.49
2.86
2.63
1.32
1.23
27
Table of Contents
Three Months
Nine Months
Ended September 30,
Ended September 30,
2008
2007
2008
2007
773,750
408,333
711,875
247,899
66,250
22,083
840,000
408,333
733,958
247,899
16.
Ticona
Kelsterbach Plant Relocation
Nine Months Ended
Total From
September 30,
Inception Through
September 30, 2008
(in $ millions)
311
337
8
4
13
130
(1)
13
171
(1)
Includes increase in accrued capital expenditures of
$8 million since December 31, 2007.
17.
Environmental
28
Table of Contents
18.
Clear
Lake, Texas Outage
19.
Subsequent
Events
29
Table of Contents
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Opened a customer application development center in Shanghai,
China, to support growth in the region for Ticonas
engineering polymers business.
The Celanese Board of Directors authorized us to repurchase up
to $400 million of its Series A common stock. During
the nine months ended September 30, 2008, we repurchased
9,763,200 shares of its Series A common stock for
$378 million pursuant to this authorization.
Upgraded by Moodys Investors Service with a positive
outlook and corporate credit rating of Ba2 from
Ba3.
Signed an agreement to establish a 20,000 square-meter
integrated technology and marketing facility in Shanghai. The
facility, expected to be completed in early 2010, will combine
the headquarters for our Asia businesses, customer application
development and research and development center.
Successfully started up our newly constructed 20,000 ton
GUR
®
ultra-high molecular weight polyethylene
(GUR
®
)
facility, 100,000 ton acetic anhydride facility and 300,000 ton
vinyl acetate monomer (VAM) facility, all located at
our integrated chemical complex in Nanjing, China.
Our Nutrinova business and BRAIN AG, a leading European
white biotech company, identified all-natural
compounds for high intensity sweeteners and sweetness enhancers.
30
Table of Contents
Introduced
EcoVAE
tm
,
a new vinyl acetate/ethylene emulsion technology designed to
facilitate the manufacture of high quality, eco-friendly paints
for North America.
Resolved certain legacy litigation matters by entering into a
settlement agreement for $107 million related to sales by
the polyester staple fibers business, which Hoechst AG sold to
KoSa, Inc. in 1998.
Announced intent to divest ownership interest in legacy
Infraserv investments located in Knapsack, Gendorf and
Wiesbaden, Germany, where we no longer have manufacturing
operations.
Paid 17 million to settle Sorbates antitrust actions
with the European Commission.
Announced plans to build a new
Vectra
®
liquid crystal polymer (LCP) production facility
co-located at our integrated chemical complex in Nanjing, China.
Construction is scheduled to begin in the first half of 2009,
and the facility is projected to be operational in 2010.
Began construction of the worlds largest, state-of-the-art
polyacetal plant in Hoechst Industrial Park. The facility is
expected to be operational in 2011 and will replace
Ticonas existing production operations in Kelsterbach,
Germany.
Three Months Ended September 30,
Nine Months Ended September 30,
% of
% of
% of
% of
2008
Net Sales
2007
Net Sales
2008
Net Sales
2007
Net Sales
(unaudited)
(in $ millions, except for percentages)
1,823
100.0
1,573
100.0
5,537
100.0
4,684
100.0
333
18.3
337
21.4
1,147
20.7
1,033
22.1
(142
)
(7.8
)
(133
)
(8.5
)
(416
)
(7.5
)
(371
)
(7.9
)
(1
)
(0.1
)
(12
)
(0.8
)
(24
)
(0.4
)
(118
)
(2.5
)
151
8.3
147
9.3
592
10.7
424
9.1
19
1.0
24
1.5
46
0.8
65
1.4
(65
)
(3.6
)
(63
)
(4.0
)
(195
)
(3.5
)
(196
)
(4.2
)
(256
)
(5.5
)
35
1.9
29
1.8
138
2.5
93
2.0
152
8.3
131
8.3
617
11.1
134
2.9
164
9.0
130
8.2
512
9.3
128
2.7
(6
)
(0.3
)
(2
)
(0.1
)
(75
)
(1.4
)
84
1.8
158
8.7
128
8.1
437
7.9
212
4.5
85
4.7
77
4.9
250
4.5
218
4.7
31
Table of Contents
As of
As of
September 30,
December 31,
2008
2007
(unaudited)
(in $ millions)
302
272
3,318
3,284
3,620
3,556
Three Months Ended
Nine Months Ended
September 30,
September 30,
2008
2007
2008
2007
(unaudited)
(in $ millions)
(8
)
(2
)
(19
)
(27
)
(4
)
(7
)
(4
)
2
2
(3
)
(1
)
(8
)
(4
)
(74
)
(21
)
(6
)
(21
)
(9
)
23
23
8
8
(1
)
(2
)
(1
)
(12
)
(24
)
(118
)
Table of Contents
33
Table of Contents
Three Months Ended September 30,
Nine Months Ended September 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions)
272
258
14
866
777
89
295
282
13
869
832
37
378
314
64
1,129
1,015
114
1,056
864
192
3,219
2,532
687
1
(1
)
1
2
(1
)
(178
)
(146
)
(32
)
(547
)
(474
)
(73
)
1,823
1,573
250
5,537
4,684
853
(3
)
(3
)
(9
)
(5
)
(4
)
(1
)
(8
)
7
(7
)
7
(4
)
(26
)
22
(5
)
(2
)
(3
)
(14
)
(15
)
1
7
(3
)
10
4
(64
)
68
(1
)
(12
)
11
(24
)
(118
)
94
13
35
(22
)
80
103
(23
)
42
34
8
138
130
8
18
(9
)
27
55
2
53
100
117
(17
)
425
340
85
(22
)
(30
)
8
(106
)
(151
)
45
151
147
4
592
424
168
25
54
(29
)
112
152
(40
)
43
35
8
187
164
23
18
(9
)
27
55
2
53
133
145
(12
)
520
391
129
(67
)
(94
)
27
(257
)
(575
)
318
152
131
21
617
134
483
19
17
2
58
51
7
13
15
(2
)
40
39
1
15
13
2
43
43
36
31
5
102
81
21
2
1
1
7
4
3
85
77
8
250
218
32
34
Table of Contents
Volume
Price
Currency
Other
Total
(unaudited)
(in percentages)
(6
)
6
5
5
(3
)
6
2
5
1
15
5
(1
)
(a)
20
9
11
2
22
4
11
3
(2
)
16
2
2
7
11
(6
)
5
3
2
(b)
4
(7
)
13
7
(2
)
(a)
11
9
14
4
27
3
10
6
(1
)
18
(a)
Includes the loss of sales related to the AT Plastics
Films business.
(b)
Includes net sales from the Acetate Products Limited
(APL) acquisition.
(c)
Includes the effects of the captive insurance companies.
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
272
258
14
866
777
89
(6
)%
2
%
6
%
2
%
5
%
7
%
(3
)
(3
)
(9
)
(5
)
(4
)
13
35
(22
)
80
103
(23
)
4.8
%
13.6
%
9.2
%
13.3
%
25
54
(29
)
112
152
(40
)
19
17
2
58
51
7
35
Table of Contents
Nine Months Ended
Total From
September 30,
Inception Through
2008
2007
September 30, 2008
(in $ millions)
311
337
8
4
13
130
(1)
13
171
(1)
Includes increase in accrued capital expenditures of
$8 million.
36
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
295
282
13
869
832
37
(3
)%
(6
)%
6
%
5
%
2
%
3
%
2
%
(1
)
(8
)
7
42
34
8
138
130
8
14.2
%
12.1
%
15.9
%
15.6
%
43
35
8
187
164
23
13
15
(2
)
40
39
1
37
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
378
314
64
1,129
1,015
114
1
%
(7
)%
15
%
13
%
5
%
7
%
(1
)%
(2
)%
(7
)
7
(4
)
(26
)
22
18
(9
)
27
55
2
53
4.8
%
(2.9
)%
4.9
%
0.2
%
18
(9
)
27
55
2
53
15
13
2
43
43
38
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
1,056
864
192
3,219
2,532
687
9
%
9
%
11
%
14
%
2
%
4
%
(5
)
(2
)
(3
)
(14
)
(15
)
1
100
117
(17
)
425
340
85
9.5
%
13.5
%
13.2
%
13.4
%
133
145
(12
)
520
391
129
36
31
5
102
81
21
39
Table of Contents
40
Table of Contents
41
Table of Contents
42
Table of Contents
43
Table of Contents
changes in general economic, business, political and regulatory
conditions in the countries or regions in which we operate;
the length and depth of product and industry business cycles
particularly in the automotive, electrical, electronics and
construction industries;
changes in the price and availability of raw materials,
particularly changes in the demand for, supply of, and market
prices of fuel oil, methanol, natural gas, coal, electricity and
petrochemicals such as ethylene and butane;
the ability to pass increases in raw material prices on to
customers or otherwise improve margins through price increases;
the ability to maintain plant utilization rates and to implement
planned capacity additions and expansions;
44
Table of Contents
the ability to reduce production costs and improve productivity
by implementing technological improvements to existing plants;
increased price competition and the introduction of competing
products by other companies;
changes in the degree of intellectual property and other legal
protection afforded to our products;
compliance costs and potential disruption or interruption of
production due to accidents or other unforeseen events or delays
in construction of facilities;
potential liability for remedial actions under existing or
future environmental regulations;
potential liability resulting from pending or future litigation,
or from changes in the laws, regulations or policies of
governments or other governmental activities in the countries in
which we operate;
changes in currency exchange rates and interest rates; and
various other factors, both referenced and not referenced in
this document.
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
45
Table of Contents
Item 4.
Controls
and Procedures
Item 1.
Legal
Proceedings
46
Table of Contents
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
Approximate Dollar
Total Number of
Value of Shares
Total Number
Average
Shares Purchased as
Remaining that may be
of Shares
Price Paid
Part of Publicly
Purchased Under
Purchased
(1)
per Share
Announced Program
the Program
1,630,000
$
39.11
1,630,000
$
210,400,000
2,950,000
$
37.59
2,950,000
$
99,500,000
2,234,300
$
34.52
2,234,300
$
22,300,000
6,814,300
6,814,300
(1)
Purchased pursuant to the $400 million share repurchase
program publicly announced on February 11, 2008. This
repurchase program does not have an expiration date.
47
Table of Contents
Item 3.
Defaults
Upon Senior Securities
Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Other
Information
Item 6.
Exhibits
Exhibit
3
.1
Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current
Report on
Form 8-K
filed with the SEC on January 28, 2005).
3
.2
Second Amended and Restated By-laws, effective as of
February 8, 2008 (incorporated by reference to
Exhibit 3.2 to the Current Report on
Form 8-K
filed with the SEC on February 14, 2008).
3
.3
Certificate of Designations of 4.25% Convertible Perpetual
Preferred Stock (incorporated by reference to Exhibit 3.2
to the Current Report on
Form 8-K
filed with the SEC on January 28, 2005).
10
.1
Change in Control Agreement, dated June 5, 2008 between the
Company and Michael L. Summers (filed herewith).
10
.2
Agreement and General Release, dated September 25, 2008
between the Company and Curtis S. Shaw (filed herewith).
10
.3
Sign-on Restricted Stock Unit Award Agreement, dated
July 23, 2008 between the Company and Michael L. Summers
(filed herewith).
10
.4
Agreement and General Release, dated March 28, 2008 between the
Company and William P. Antonace (filed herewith).
10
.5
Nonqualified Stock Option Award Agreement, dated April 23,
2008 between the Company and Christopher Jensen (filed
herewith).
10
.6
Time-Vesting Restricted Stock Unit Award Agreement, dated
April 23, 2008 between the Company and Christopher Jensen
(filed herewith).
31
.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
31
.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.1
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.2
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
48
Table of Contents
By:
Title:
Chairman of the Board of Directors and Chief Executive Officer
By:
Title:
Senior Vice President and
Chief Financial Officer
49
1
2
3
4
5
6
7
8
9
10
11
12
EXECUTIVE: | Celanese Corporation: | |
By:
/s/ Michael
L. Summers
Michael
L. Summers
|
By:
/s/ David
N. Weidman
|
|
Date: August 12, 2008
|
Date: August 1,2008
|
13
| Title VII of the Civil Rights Act of 1964; |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code; | |
| The Employee Retirement Income Security Act of 1974; |
14
| The Immigration Reform and Control Act; | |
| The Family and Medical Leave Act; | |
| The Americans with Disabilities Act of 1990; | |
| The Age Discrimination in Employment Act of 1967; | |
| The Workers Adjustment and Retraining Notification Act; | |
| The Occupational Safety and Health Act; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Commission on Human Rights Act; | |
| The Texas Minimum Wage Law; | |
| Equal Pay Law for Texas; and | |
| The Vocational Rehabilitation Act. |
15
16
17
EXECUTIVE: | Celanese Corporation: | |
By:
|
By: | |
Michael L. Summers
|
||
Date:
|
Date: |
18
19
1
2
| Title VII of the Civil Rights Act of 1964, as amended; | |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code, as amended; | |
| The Employee Retirement Income Security Act of 1974, as amended; | |
| The Immigration Reform and Control Act, as amended; | |
| The Americans with Disabilities Act of 1990, as amended; | |
| The Age Discrimination in Employment Act of 1967, as amended; | |
| The Workers Adjustment and Retraining Notification Act, as amended; | |
| The Occupational Safety and Health Act, as amended; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Civil Rights Act, as amended; | |
| The Texas Minimum Wage Law, as amended; | |
| Equal Pay Law for Texas, as amended; | |
| Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance; or any law, regulation or ordinance of a foreign country, including but not limited to the Federal Republic of Germany and the United Kingdom. | |
| Any public policy, contract, tort, or common law. | |
| The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany. | |
| Any claim for costs, fees, or other expenses including attorneys fees incurred in these matters. |
3
4
5
EXECUTIVE:
|
Celanese Corporation: | |||||
By:
|
/s/ Curtis
S. Shaw
|
By: |
/s/ Michael
Summers
|
|||
Date: September 25, 2008
|
Date: September 25, 2008
|
6
2
3
By: |
/s/ David
N. Weidman
|
Title: | Chairman and Chief Executive Officer |
By: |
/s/ Michael
L. Summers
|
4
1
| Title VII of the Civil Rights Act of 1964, as amended; | |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code, as amended; | |
| The Employee Retirement Income Security Act of 1974, as amended; | |
| The Immigration Reform and Control Act, as amended; | |
| The Americans with Disabilities Act of 1990, as amended; | |
| The Age Discrimination in Employment Act of 1967, as amended; | |
| The Workers Adjustment and Retraining Notification Act, as amended; | |
| The Occupational Safety and Health Act, as amended; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Civil Rights Act, as amended; | |
| The Texas Minimum Wage Law, as amended; | |
| Equal Pay Law for Texas, as amended; | |
| Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance; or any law, regulation or ordinance of a foreign country, including but not limited to the Federal Republic of Germany and the United Kingdom. | |
| Any public policy, contract, tort, or common law. | |
| The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany. | |
| Any claim for costs, fees, or other expenses including attorneys fees incurred in these matters. |
2
3
4
EMPLOYEE:
|
Celanese Corporation: | |
By:
/s/
William
P. Antonace
|
By:
/s/
Kevin
Rogan
|
|
Date: March 21, 2008
|
Date: March 28, 2008
|
5
Calculation of RSUs Eligible for Vesting | ||||||||||||||||||||
Eligible RSUs
|
Eligible RSUs
|
|||||||||||||||||||
Performance Period
|
before Separation | Numerator | Denominator | upon Separation (1) |
Vesting Date
|
|||||||||||||||
April 25, 2007 to September 30, 2008
|
4,687 RSUs | 12 | 17 | 3,308 RSUs | October 1, 2008 | |||||||||||||||
April 25, 2007 to September 30, 2009
|
4,687 RSUs | 12 | 29 | 1,939 RSUs | October 1, 2009 | |||||||||||||||
April 25, 2007 to September 30, 2010
|
4,688 RSUs | 12 | 41 | 1,372 RSUs | October 1, 2010 | |||||||||||||||
April 25, 2007 to September 30, 2011
|
4,688 RSUs | 12 | 53 | 1,061 RSUs | October 1, 2011 | |||||||||||||||
Total
|
18,750 RSUs | 7,680 RSUs |
(1) | Pursuant to the Performance-Based Restricted Stock Unit (RSU) Agreement made effective between the Company and William P. Antonace as of April 25, 2007, the percentage of RSUs eligible to vest at the end of each Performance Period shall be determined as if employment with the Company was terminated without Cause effective February 29, 2008, and where the actual number of eligible RSUs that ultimately vest on each vesting date will be determined based on the extent to which the Performance Targets are achieved for such Performance Period according to the terms and conditions of the RSU agreement. |
6
By: |
/s/ David
N. Weidman
|
Title: | Chairman and Chief Executive Officer |
By: |
/s/ Christopher
Jensen
|
Title: | Vice President, Finance and Treasurer |
2
3
CELANESE CORPORATION | ||
By:
/s/ David
N. Weidman
Name: David N. Weidman Title: Chairman and Chief Executive Officer |
||
Date: June 10, 2008
|
||
ACCEPTED AND AGREED
|
PARTICIPANT | |
By:
/s/ Christopher
Jensen
Name: Christopher Jensen Title: Vice President, Finance and Treasurer Employee ID: [Redacted] |
||
Date: June 9, 2008
|
4