EX-10.31 15 file012.htm BONUS AWARD LETTER AGREEMENT


Celanese Corporation
                                                          1601 West LBJ Freeway
                                                          Dallas, TX 75234-6034

                                                          David N. Weidman
                                                          Phone: 972-443-4000
                                                          Fax: 972-443-4880

February 23, 2005

Mr. Lyndon Cole
Professor Staudinger Str.
65451 Kelsterbach, Germany

Dear Lyndon:

Celanese Corporation (the "COMPANY") hereby grants to you the following cash
bonus award, which shall be subject to the terms of this letter agreement (the
"AGREEMENT"). In consideration of the premises and mutual covenants herein and
for other good and valuable consideration, the parties agree as follows:

1.   BONUS. You shall be eligible to receive a cash bonus award equal to
     $3,960,000 (the "BONUS").

2.   BONUS PAYMENT. Fifty percent (50%) of the Target Bonus was paid to you on
     January, 2005. Twenty-five percent (25%) of the Bonus will be payable to
     you if the Company achieves cost reduction targets for calendar year 2005,
     payable as soon a practicable following the date the board of directors of
     the Company (the "BOARD") determines whether or not such targets were
     achieved and twenty-five percent (25%) of the Bonus will be payable to you
     if the Company achieves cost reduction targets for calendar year 2006,
     payable as soon a practicable following the date the Board determines
     whether or not such targets were achieved (each such date, a "PAYMENT
     DATE"). The cost reduction targets shall be determined by the Company in
     consultation with senior management.

3.   TERMINATION OF EMPLOYMENT.

     (a) If your employment with the Company or its subsidiaries is terminated
         (i) by your resignation without Good Reason (as defined below), or (ii)
         by the Company or its subsidiaries for Cause (as defined below) prior
         to a Payment Date, you shall forfeit any unpaid portion of the Bonus.

     (b) If your employment with the Company or its subsidiaries is terminated
         (i) by your resignation with Good Reason, (ii) by the Company or its
         subsidiaries without Cause or (iii) due to your death or Disability (as
         defined below), you (or in the event of your death, your estate) shall
         be entitled to the payment of the Bonus on the scheduled Payment Dates
         following such termination of employment, without regard to whether the
         cost reduction targets have been achieved.

     (c) For purposes of this Agreement: "CAUSE" shall mean "Cause" as defined
         in an employment agreement between the Company or its subsidiaries and
         you or, if not




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         defined therein or if there is no such agreement, "Cause" means (i)
         your willful failure to perform your duties to the Company (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 you of such failure, (ii) commission of (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, (iii) your
         willful malfeasance or willful misconduct which is demonstrably
         injurious to the Company, (iv) any act of fraud by you or (v) your
         breach of the provisions of any confidentiality, noncompetition or
         nonsolicitation to which you are subject; provided, that actions taken
         by you as a member of the Management Board of Celanese AG prior to the
         date hereof cannot serve as a basis for Cause if such actions were
         approved by the Supervisory Board of Celanese AG.

                  "DISABILITY" shall mean you become physically or mentally
                  incapacitated and is therefore unable for a period of six
                  consecutive months or for an aggregate of nine months in any
                  24 consecutive month period to perform your duties.

                  "GOOD REASON" shall mean "Good Reason" as defined in an
                  employment agreement between the Company or its subsidiaries
                  and you or, if not defined therein or if there is no such
                  agreement, "Good Reason" means (i) a substantial diminution in
                  your position or duties; adverse change in reporting lines, or
                  assignment of duties materially inconsistent with your
                  position (other than in connection with an increase in
                  responsibility or a promotion), (ii) any reduction in your
                  base salary or annual bonus opportunity or (iii) failure of
                  the Company to pay compensation or benefits when due, in each
                  case which is not cured within 30 days following the Company's
                  receipt of written notice from you describing the event
                  constituting Good Reason.

4.   ENTIRE AGREEMENT/AMENDMENTS. This Agreement contains the entire
     understanding of the parties with respect to the subject matter contained
     herein. There are no restrictions, agreements, promises, warranties,
     covenants or undertakings between the parties with respect to the subject
     matter herein other than those expressly set forth herein. This Agreement
     may not be altered, modified, or amended except by written instrument
     signed by the parties hereto.

5.   WITHHOLDING TAXES. The Company may withhold from any amounts payable under
     this Agreement such federal, state and local taxes as may be required to be
     withheld pursuant to any applicable law or regulation.

6.   OTHER AGREEMENTS. Unless otherwise determined by the Company's Board of
     Directors, any payments made hereunder shall not be taken into account in
     computing your salary or compensation for purposes of determining any
     benefits or compensation under (i) any pension, retirement, life insurance
     or other benefit plan of the Company or its subsidiaries or (ii) any
     agreement between the Company or its subsidiaries and you.

7.   GOVERNING LAW. This Agreement will be governed, construed and interpreted
     under the laws of the State of Delaware, without regard to the conflicts of
     laws provisions thereof.



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8.   COUNTERPARTS. This Agreement may be signed in counterparts, each of which
     shall be an original, with the same effect as if the signatures thereto and
     hereto were upon the same instrument.



Please sign the enclosed copy of this Agreement confirming your agreement to the
above.


                                              Yours sincerely,


                                              /s/ David N. Weidman
                                              ----------------------------------
                                              David N. Weidman
                                              President and Chief Executive
                                              Officer



Agreed and Accepted

/s/ Lyndon Cole
-----------------------------


February 24, 2005