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Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 31,
2005
(the "Date of Hire") by and between
Celanese Corporation (the "Company") and
John J. Gallagher III (the
"Executive").
The Company desires to employ Executive and to enter into an
agreement
embodying the terms of such employment;
Executive desires to accept such employment and enter into such
an
agreement;
In consideration of the premises and mutual covenants herein and
for
other good and valuable consideration, the
parties agree as follows:
1. Term of Employment.
Subject to the provisions of Section 7 of
this Agreement, Executive shall be employed
by the Company for a period
commencing as of the Date of Hire and
ending on December 31, 2007 (the
"Employment Term") on the terms and subject
to the conditions set forth in this
Agreement. A termination of Executive's
employment with the Company as a result
of expiration of the Employment Term shall
be referred to as a "Non-Renewal" of
this Agreement.
2. Position.
a. During the
Employment Term, Executive shall serve as the
Company's Executive Vice President, Chief
Financial Officer. In such position,
Executive shall have such duties and
authority as shall be determined from time
to time by the Board of Directors of the
Company (the "Board") and the Chief
Executive Officer of the Company.
b. During the
Employment Term, Executive will devote
Executive's full business time and best
efforts to the performance of
Executive's duties hereunder and will not
engage in any other business,
profession or occupation for compensation
or otherwise which would conflict or
interfere with the rendition of such
services either directly or indirectly,
without the prior written consent of the
Board; provided that nothing herein
shall preclude Executive, (i) subject to
the prior approval of the Board, from
accepting appointment to or continue to
serve on any board of directors or
trustees of any business corporation or any
charitable organization or
(ii) from participating in charitable
activities or managing personal
investments; provided in each case, and in
the aggregate, that such activities
do not conflict or interfere with the
performance of Executive's duties
hereunder or conflict with Section 8.
3. Base Salary. During
the Employment Term, the Company shall pay
Executive a base salary at the annual rate
of $675,000, payable in regular
installments in accordance with the
Company's usual payment practices.
Executive shall be entitled to such
increases (but no decreases) in Executive's
base salary, if any, as may be determined
from time to time in the sole
discretion of the Board. Executive's annual
base salary, as in effect from time
to time, is hereinafter referred to as the
"Base Salary".
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4. Annual Bonus.
With respect to each full calendar year during the
Employment Term, Executive shall be
eligible to earn an annual bonus award (an
"Annual Bonus") targeted at eighty percent
(80%) of Executive's Base Salary
(the "Target"), payout to range from 0-200%
of Target, based upon the
achievement of performance targets
established by the Board, Executive's 2005
Bonus payable in 2006 will be guaranteed at
Target and will be prorated based
upon the Executive's Date of Hire.
5. Employee
Benefits. During the Employment Term, Executive shall be
entitled to participate in the Company's
compensation and employee benefit
plans (other than annual bonus and
severance plans) as in effect from time to
time (collectively "Employee Benefits"), on
the same basis as those benefits
are generally made available to other
senior executives of the Company.
6. Business
Expenses. During the Employment Term, reasonable business
expenses incurred by Executive in the
performance of Executive's duties
hereunder shall be reimbursed by the
Company in accordance with Company
policies.
7. Termination.
The Employment Term and Executive's employment hereunder
may be terminated by either party at any
time for any reason; provided that
Executive will be required to give the
Company at least 30 days advance written
notice of any resignation of Executive's
employment. Notwithstanding any other
provision of this Agreement, the provisions
of this Section 7 shall exclusively
govern Executive's rights upon termination
of employment with the Company and
its affiliates; provided, however, that the
terms and conditions of the other
written agreements between the Company and
Executive shall be followed insofar
as they provide supplemental rights or
privileges with respect to equity or
deferred compensation.
a. By the
Company For Cause or By Executive Resignation Without
Good Reason.
(i) The
Employment Term and Executive's employment hereunder may be
terminated by the Company for Cause (as
defined below) and shall terminate
automatically upon Executive's resignation
without Good Reason (as defined in
Section 7(c)).
(ii) For
purposes of this Agreement, "Cause" shall mean (A) Executive's
willful failure to perform Executive's
duties hereunder (other than as a result
of total or partial incapacity due to
physical or mental illness) for a period
of 30 days following written notice by the
Company to Executive of such failure,
(B) conviction of, or a plea of nolo
contendere to, (x) a felony (other than
traffic-related) under the laws of the
United States or any state thereof or any
similar criminal act in a jurisdiction
outside the United States or (y) a crime
involving moral turpitude, (C) Executive's
willful malfeasance or willful
misconduct which is demonstrably injurious
to the Company, (D) any act of fraud
by Executive or (E) Executive's breach of
the provisions of Sections 8 or 9 of
this Agreement.
(iii) If
Executive's employment is terminated by the Company for Cause,
or
if Executive resigns without Good Reason,
Executive shall be entitled to
receive:
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(A) the Base Salary through the date of termination;
(B) any Annual Bonus earned but unpaid as of the date of
termination for any previously completed
fiscal year;
(C) reimbursement for any unreimbursed business expenses
properly
incurred by Executive in accordance with
Company policy prior to the date of
Executive's termination; and
(D) such
Employee Benefits, if any, as to which Executive may be
entitled under the employee benefit plans
of the Company or its affiliates (the
amounts described in clauses (A) through
(D) hereof being referred to as the
"Accrued Rights").
Following such
termination of Executive's employment by the Company for
Cause or resignation by Executive without
Good Reason, except as set forth in
this Section 7(a)(iii), Executive shall
have no further rights to any
compensation or any other benefits under
this Agreement.
b. Disability or Death.
(i) The Employment Term and Executive's employment hereunder
shall
terminate upon Executive's death and may be
terminated by the Company if
Executive becomes physically or mentally
incapacitated and is therefore unable
for a period of six (6) consecutive months
or for an aggregate of nine
(9) months in any twenty-four (24)
consecutive month period to perform
Executive's duties (such incapacity is
hereinafter referred to as "Disability").
(ii) Upon termination of Executive's employment hereunder for
either
Disability or death, Executive or
Executive's estate (as the case may be) shall
be entitled to receive the Accrued
Rights.
Following
Executive's termination of employment due to death or
Disability,
except as set forth in this Section
7(b)(ii), Executive shall have no further
rights to any compensation or any other
benefits under this Agreement.
c. By the Company Without Cause or Resignation by
Executive for Good Reason.
(i) The Employment Term and Executive's employment hereunder may
be
terminated by the Company without Cause or
by Executive's resignation for Good
Reason; provided, however, that Non-Renewal
of this Agreement shall be treated
as a termination of employment during the
Employment Term without Cause except
in the event of (a) Cause; or (b)
Executive's rejection of the offer of
continued employment on terms and
conditions not materially less advantageous to
Executive as those in effect immediately
prior to the Non-Renewal of this
Agreement (a "Non-Renewal without Cause").
In addition, a Non-Renewal without
Cause shall be treated as a Good
Termination for purposes of the Company's
Deferred
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Compensation Plan, 2004 Stock Incentive
Plan or any other plans or programs of
the Company that employs a Good Termination
definition or employs any
comparable concept.
(ii) For purposes of
this Agreement, "Good Reason" shall mean (A) any
reduction in Executive's Base Salary or
Annual Bonus opportunity or (B) any
substantial diminution in Executive's
position or duties, adverse change in
reporting lines or assignment of duties
materially inconsistent with
Executive's position (other than in
connection with an increase in
responsibility or a promotion); or (C) a
change in the location of the
principal offices of the Company after
which the Company requires your
relocation out of the Dallas-Fort Worth
metropolitan area; provided that the
events described in clauses (A), (B), or
(C) of this Section 7(c)(ii) shall
constitute Good Reason only if the Company
fails to cure such event within 30
days after receipt from Executive of
written notice of the event which
constitutes Good Reason.
(iii) If Executive's employment is terminated by the Company
without
Cause (other than by reason of death or
Disability) or if Executive resigns for
Good Reason, Executive shall be entitled to
receive:
(A) the Accrued
Rights;
(B) a pro rata portion
of any Annual Bonus, if any, that
Executive would have been entitled to receive pursuant to Section
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hereof in such year based upon the percentage of the fiscal year
that
shall have elapsed through the date of Executive's termination
of
employment, payable when such Annual Bonus would have otherwise
been
payable had Executive's employment not terminated, and
(C) subject to
Executive's continued compliance with the
provisions of Sections 8 and 9, (x) continued payment of the
Base
Salary until twelve months after the date of such termination and
(y)
payment of Executive's Target Annual Bonus for the year of
termination, payable over the twelve month period after the date
of
such termination, in accordance with the Company's usual
payroll
practice; provided that the aggregate amount described in this
clause
(C) shall be reduced by the present value of any other cash
severance
or termination benefits payable to Executive under any other
plans,
programs or arrangements of the Company or its affiliates.
Following Executive's termination of employment by the
Company without Cause (other than by reason
of Executive's death or Disability)
or by Executive's resignation for Good
Reason, except as set forth in this
Section 7(c)(iii), Executive shall have no
further rights to any compensation or
any other benefits under this
Agreement.
d. Continued
Employment Beyond the Expiration
of the Employment Term. Unless the parties
otherwise agree in writing,
continuation of Executive's employment with
the Company beyond the expiration
of the Employment Term shall be deemed an
employment at-will and shall not be
deemed to extend any of the provisions of
this Agreement and Executive's
employment may thereafter be terminated at
will by either Executive or the
Company; provided that the provisions of
Sections 8, 9 and 10 of this Agreement
shall survive any termination of this
Agreement or Executive's termination of
employment hereunder.
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e.
Notice of Termination. Any purported termination of
employment by the Company or by Executive
(other than due to Executive's death)
shall be communicated by written Notice of
Termination to the other party h
