form8k_comparrang.htm
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): December 11,
2008
CELANESE
CORPORATION
(Exact
Name of Registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction
of
incorporation)
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001-32410
(Commission
File
Number)
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98-0420726
(IRS
Employer
Identification
No.)
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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)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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|
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Director or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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On
December 11, 2008, the Compensation Committee (the “Committee”) of the Board of
Directors of Celanese Corporation (the “Company”) approved a long-term incentive
program (the “2008 LTIP”) pursuant to which the Company made time-vesting cash
awards to all of its executive officers and certain other key employees (each, a
“Participant”), an award of Performance Units to Mr. Weidman and grants of
performance-vesting restricted stock units (“Performance RSUs”) to the
Participants (other than Mr. Weidman). The Performance RSUs were
granted under the Company’s 2004 Stock Incentive Plan. The
Committee approved awards under the 2008 LTIP to the Company’s named executive
officers in the following amounts:
|
Executive
Officer
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Number of
Performance
RSUs
at
Target
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Number of
Performance
Units
at
Target
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Value of Time-Vesting Cash LTI
Award ($)
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|
|
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David
N. Weidman
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N/A
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200,000
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$1,000,000
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Steven
M. Sterin
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13,400
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N/A
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$1,800,000
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James
S. Alder
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16,700
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N/A
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$750,000
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John
J. Gallagher III
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21,700
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N/A
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$975,000
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Douglas
M. Madden
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21,700
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N/A
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$975,000
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Jay
C. Townsend
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8,400
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N/A
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$375,000
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John
A. O’Dwyer
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8,400
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N/A
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$375,000
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Performance-Based
Restricted Stock Units
In
connection with the approval noted above, the Company will enter into
a Performance Restricted Stock Unit Award Agreement with each of the
Participants (other than Mr. Weidman). The percentage of the
target number of Performance RSUs awarded that may vest on October 14, 2010, is
subject to the achievement of specified levels of (i) Operating EBITDA during
the 2009 and 2010 fiscal years and (ii) “Total Shareholder Return” as compared
to peer companies during the period that commenced December 1, 2008 through
September 30, 2011, and is set forth in the following schedule:
| |
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Relative
TSR Achieved
|
| |
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Below
Threshold
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Target
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Stretch
|
| Operating
EBITDA Achieved |
Below Threshold
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0%
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0%
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0%
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Target
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50%
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100%
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150%
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Stretch
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75%
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150%
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225%
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Upon the termination of a Participant’s
employment with the Company by reason of death or disability, Performance RSUs
in an amount equal to (i) the target number of Performance RSUs granted
multiplied by (ii) a fraction, the numerator of which is the number of full
months between December 11, 2008 and the date of such termination, and the
denominator of which is thirty-four, such product to be rounded down to the
nearest whole number (the “Prorated Amount”), shall immediately vest and become
deliverable to the Participant. Upon the termination of a
Participant’s employment with the Company without Cause, Performance RSUs in an
amount equal to the Prorated Amount shall vest and be deliverable to the
Participant on the scheduled vesting date, subject to adjustment for the
achievement of the performance goals outlined above and as applied to all other
Participants. Upon the termination of a Participant’s employment with
the Company for any other reason, the Performance RSU award shall be forfeited
and cancelled without consideration.
If a Participant’s employment with the
Company is terminated without Cause during the 12-month period following a
Change in Control, the Performance RSU award will immediately vest and become
payable to the Participant. If the Award is not assumed by the
Participant’s new employer in connection with a Change in Control, or a
substitute award is not made, the Performance RSU award will fully vest upon the
Change in Control, and shall be paid to the Participant within 30 days after the
Change in Control occurs.
Performance
Unit Award Agreement with David N. Weidman
In
connection with the approved noted above, the Company made a grant of
Performance Units to be settled in cash, rather than a grant of Performance
RSUs, to Mr. Weidman. The terms of the Performance Unit Award
Agreement with Mr. Weidman are substantially similar to the Performance
Restricted Stock Unit Award Agreement entered into with the other executive
officers, except as otherwise noted in this section. The value of
each Performance Unit is equivalent to the value of one share of the
Company’s Series A Common Stock (“Common Stock”) and any amounts that
may vest under the Performance Unit Award Agreement are to be settled in cash,
rather than shares of Common Stock. Notwithstanding the foregoing, at
any time the Committee may elect to convert all or any portion of the
Performance Unit award to an award of an equivalent value of Performance
RSUs. If the Committee elects to convert the Performance Units, Mr.
Weidman shall receive a number of Performance RSUs equal to the number of
Performance Units granted to Mr. Weidman.
Time-Vesting
Cash LTI Awards
In
connection with the approval noted above, the Company will also enter into a
Time-Vesting Cash Award Agreement with each of the Participants (including Mr.
Weidman). Each award of cash vests 30% on October 14, 2009, 30% on
October 14, 2010 and 40% on October 14, 2011.
Upon the
termination of an Participant’s employment with the Company by reason of death
or disability or by the Company without Cause, cash in amount equal to (i) the
value of the cash award granted multiplied by (ii) a fraction, (x) the numerator
of which is the number of full months between December 11, 2008 and the date of
such termination, and (y) the denominator of which is thirty-four, such product
to be rounded down to the nearest whole number, and reduced by (iii) the value
of any cash award that previously vested, shall immediately vest and become
payable to the Participant. Upon the termination of a Participant’s
employment with the Company for any other reason, any unvested portion of the
cash award shall be forfeited and cancelled without consideration.
If a
Participant’s employment with the Company is terminated without Cause during the
12-month period following a Change in Control, the cash award will immediately
vest and become payable to the Participant. If the cash award is not
assumed by the Participant’s new employer in connection with a Change in
Control, or a substitute award is not made, the cash award will fully vest upon
the Change in Control, and shall be paid to the Participant within 30 days after
the Change in Control occurs.
The
Committee may elect at any time to convert all or any portion of the cash award
into time-vesting restricted stock units. If the Committee elects to
convert the cash award, the Participant shall receive a number of time-vesting
restricted stock units equal to (i) the value of the unvested portion of the
cash award being converted divided by (ii) the average of the high and low sale
price of the Common Stock on the day of such election.
Long-Term
Incentive Claw-Back Agreement
In connection with the 2008 LTIP and
the awards of Performance RSUs, Performance Units and cash thereunder, each
Participant is required to execute a Long-Term Incentive Claw-Back
Agreement. The Long-Term Incentive Claw-Back Agreements contain
provisions prohibiting the Participant from (i) disclosing confidential or
proprietary information and (ii) soliciting customers of, or competing with, the
Company for a period of one year following the termination of the Participant’s
employment with the Company for any reason. If the Participant
violates any of these provisions, the Participant will (i) cease vesting and
forfeit any rights or interest in cash LTI awards, restricted stock units, stock
options or any other form of equity award that was granted on or after December
11, 2008 and that vested during the period one year prior to the earlier of (a)
the Participant’s violation of the terms of the Long-Term Incentive Claw-Back
Agreement and (b) the termination of the Participant’s employment with the
Company and (ii) be required to deliver to the Company any amount received under
any cash LTI award or gain realized on any stock option exercises or any other
transaction relating to an equity grant by the Company on or after December 11,
2008 that were consummated during the period one year prior to the earlier of
(x) the Participant’s violation of the terms of the Long-Term Incentive
Claw-Back Agreement and (y) the termination of the Participant’s employment with
the Company.
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.
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CELANESE
CORPORATION
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Date: December
17, 2008
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By:
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/s/
Robert L. Villaseñor
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Name:
Robert L. Villaseñor
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Title:
Associate General Counsel and Assistant Secretary
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