form8k_severance.htm
UNITED
STATES
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): July
21, 2010
CELANESE
CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction
of
incorporation)
|
001-32410
(Commission File
Number)
|
98-0420726
(IRS
Employer
Identification
No.)
|
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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Executive
Severance Plan
On July
21, 2010, Celanese Corporation (the “Company”) announced that the compensation
committee of the board of directors (the “Compensation Committee”) had adopted
an Executive Severance Benefits Plan (the “Severance Plan”). The
Severance Plan is effective immediately and applies to employees that are salary
levels 1, 2, or 3, excluding the Chief Executive Officer, which includes all of
the Company’s executive officers. Previously, the Company negotiated
severance benefits for involuntarily terminated executives, where applicable, on
a case-by-case basis.
The
Severance Plan provides, upon the involuntary termination not for cause of an
executive, for the payment of (i) one year’s base salary, (ii) one year’s annual
performance bonus award (based upon target Company performance and a 1.0
individual modifier), and (iii) a pro rata portion of the annual performance
bonus award for the year in which the termination occurs (based upon actual
Company performance and an 1.0 individual modifier). In addition, the
Severance Plan provides that the vesting of long-term incentive grants of
restricted stock units, stock options and incentive cash upon termination not
for cause will be governed by the terms of the award agreements for such
grants. The Severance Plan also provides for the payment of COBRA
premiums and executive outplacement services for a period of 1 year from the
date of termination. As a condition to the receipt of any benefits
under the Severance Plan, an executive must agree to standard release,
non-compete, non-solicitation, and confidentiality provisions.
The
foregoing summary of the Severance Plan is qualified in its entirety by
reference to the Severance Plan, a copy of which is attached to this Current
Report as Exhibit 10.1 and is incorporated herein by
reference.
Annual
Base Salary Increases
The
Compensation Committee increased the annual base salary of the following
executive officers, effective August 2, 2010:
| Name |
Title |
New Base Salary |
| Steven M.
Sterin |
Senior Vice
President and Chief Financial Officer |
$494,000 |
| Gjon N. Nivica,
Jr. |
Senior Vice
President, General Counsel |
$451,500 |
| |
and Corporate
Secretary |
|
| Item 9.01 |
Financial Statements and
Exhibits |
(d) Exhibits
| Exhibit
Number |
Description |
| |
|
|
10.1
|
Executive Severance
Benefits Plan, dated July 21, 2010 |
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.
| |
CELANESE
CORPORATION |
| |
|
| |
|
| |
By: /s/ James
R. Peacock
III |
| |
Name: James R.
Peacock III |
| |
Title:
Vice President, Deputy General Counsel |
| |
and
Assistant Corporate Secretary |
Date:
July 27, 2010
Exhibit
Index
| Exhibit Number |
Description |
| 10.1 |
Executive Severance
Benefits Plan, dated July 21, 2010 |