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Celanese 8-K 2008 SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
April 1, 2008
CELANESE
CORPORATION>
(Exact
Name of Registrant as specified in its charter)
1601 West LBJ Freeway,
Dallas, Texas 75234-6034
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (972)
443-4000
Not
Applicable
(Former
name or former address, if changed since last report):
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Page 1 of
4
On April
1, 2008, Celanese Corporation (the “Company”) entered
into change in control agreements (the “Change in Control
Agreements”) with David N. Weidman, Steven M. Sterin, James S. Alder,
Douglas M. Madden, John A. O’Dwyer and Jay C. Townsend and certain other
executive officers (the “Executive
Officers”). Each Change in Control Agreement has a two-year
term that is automatically renewed for successive two-year terms unless 90 days
notice of non-renewal is given by either party to the agreement. The
Change in Control Agreements provide for a payment to be made to the Executive
Officers following a termination of employment by the Company without "cause" or
by the Executive Officer with "good reason" within 2 years following a "change
in control" (as each term is defined in the Change in Control Agreements)
or following the first public announcement of a potential change in control
transaction, provided certain conditions are satisfied (as more fully set forth
in the Change in Control Agreements).
Generally,
the Change in Control Agreements provide for an Executive Officer to receive (A)
a lump sum payment equal to 2 times the sum of (i) the Executive Officer’s then
current annualized base salary; and (ii) the higher of (x) the Executive
Officer’s target bonus in effect on the last day of the fiscal year that ended
immediately prior to the year in which the date of termination occurs, or (y)
the average of the cash bonuses paid by the Company to the Executive Officer for
the three fiscal years preceding the date of termination and (B) group health
and dental coverage for the Executive Officer and his or her dependents for a
period of 2 years following the date of termination. In addition, the
Change in Control Agreements provide that under certain circumstances an
Executive Officer may receive a tax reimbursement payment not to exceed $4
million, in the case of Mr. Weidman, or $2 million, in the case of all other
Executive Officers.
Assuming
a change in control occurred on April 1, 2008, the change in control payments
payable to each Executive Officer (excluding any tax reimbursement payments),
would be as follows: Mr. Weidman, $4,804,834; Mr. Sterin, $1,232,625;
Mr. Alder, $1,891,131; Mr. Madden, $1,916,456; Mr. O’Dwyer, $1,741,679; and Mr.
Townsend, $1,665,077.
The
Change in Control Agreements also include provisions prohibiting the Executive
Officer from soliciting customers of or competing against the Company for a
period of 1 year following the date of termination if such termination occurs
prior to a Change in Control event and 2 years following the date of termination
if such termination occurs after a Change in Control event.
The
description of the Change in Control Agreements contained herein is qualified in
its entirety by reference to Mr. Weidman’s Change in Control Agreement which is
attached hereto as Exhibit 10.1, incorporated herein by reference and the
substantive terms and conditions of which are representative of each Change in
Control Agreement, except as noted on the schedule attached
thereto.
(d) Exhibits
Page 2 of
4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Page 3 of
4
Exhibit
Index
Page 4 of
4
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