FORM 8-K
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): September 9, 2009
CELANESE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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001-32410
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98-0420726 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On September 9, 2009 (September 11, 2009 with respect to the award for Mr. Weidman), the
Compensation Committee (the Committee) of the Board of Directors of Celanese Corporation
(the Company) approved (i) awards of performance-vesting restricted stock units
(Performance RSUs) to all of the Companys executive officers and certain other key
employees (each, a Participant), and (ii) awards of time-vesting restricted stock units
(Time RSUs) to the Participants. Both the Time RSUs and the Performance RSUs were
granted under the Companys 2009 Global Incentive Plan. The Committee approved awards to the
Companys named executive officers in the following amounts:
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Number of |
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Performance RSUs |
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Number of |
Executive Officer |
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at Target |
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Time RSUs |
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David N. Weidman |
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108,000 |
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36,000 |
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Steven M. Sterin |
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11,000 |
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11,000 |
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Sandra Beach Lin |
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25,000 |
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25,000 |
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Performance-Vesting Restricted Stock Units
In connection with the approval noted above, the Company will enter into a Performance-Vesting
RSU Award Agreement (in the form filed herewith, the Performance RSU
Agreement) with each of the Participants. The percentage of the target number of Performance
RSUs awarded that may vest on October 15, 2012 is subject to the achievement of specified levels
of (i) Operating EBITDA during the 2010 and 2011 fiscal years and (ii) Total Shareholder Return
as compared to peer companies during the period that commenced October 1, 2009 and that will be completed on September
30, 2012, 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 |
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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 |
% |
Upon the termination of a Participants 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
October 1, 2009 and the date of such termination, and the denominator of which is thirty-six, such
product to be rounded down to the nearest whole number (the Prorated Amount), shall
immediately vest and become deliverable to the Participant within thirty days. Upon the
termination of a Participants employment with the Company without cause, Performance RSUs in an
amount equal to the Prorated Amount shall vest and become 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 Participants employment
with the Company for any other reason, the Performance RSU award shall be forfeited and cancelled
without consideration.
If a Participants employment with the Company is terminated without cause following a Change
in Control, the target number of Performance RSUs will immediately vest and become payable to the
Participant within 30 days of such termination. If the Performance RSU award is not assumed by the
Participants new employer in connection with a Change in Control, or a substitute award is not
made, the target number of Performance RSUs 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 description of the Performance-Vesting RSU Award Agreement contained herein is qualified in its entirety
by reference to the form of
Performance-Vesting RSU Award Agreement that is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
Time-Vesting Restricted Stock Units
In connection with the approval noted above, the Company will enter into a Time-Vesting
RSU Award Agreement (in the form filed herewith, the Time RSU
Agreement) with each of the Participants. Each award of Time RSUs will vest 30% on October 1,
2010, 30% on October 1, 2011 and 40% on October 1, 2012.
Upon the termination of a Participants employment with the Company by reason of death or
disability or by the Company without cause, Time RSUs in an amount equal to (i) the number of Time
RSUs granted multiplied by (ii) a fraction, (x) the numerator of which is the number of full months
between October 1, 2009 and the date of such termination, and (y) the denominator of which is
thirty-six, such product to be rounded down to the nearest whole number, and reduced by (iii) the
number of any Time RSUs that previously vested, shall immediately vest and become deliverable to
the Participant within thirty days following the applicable vesting date. Upon the termination of
a Participants employment with the Company for any other reason, any unvested portion of the Time
RSU award shall be forfeited and cancelled without consideration.
If a Participants employment with the Company is terminated without cause following a Change
in Control, the Time RSUs will immediately vest and become payable to the Participant within 30
days of such termination. If the Time RSU award is not assumed by the Participants new employer
in connection with a Change in Control, or a substitute award is not made, the Time RSUs 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 description of the Time-Vesting RSU Award Agreement contained herein is qualified in its entirety by
reference to the form of Time-Vesting RSU Award Agreement that is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit |
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Description |
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10.1
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Form of Performance-Vesting RSU Award Agreement
(Incorporated by reference to Exhibit 10.6 to the
Companys Quarterly Report on Form 10-Q for the period
ended June 30, 2009, filed on July 29, 2009) |
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10.2
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Form of Time-Vesting RSU Award Agreement (Incorporated
by reference to Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q for the period ended
June 30, 2009, filed on July 29, 2009) |
SIGNATURE
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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By: |
/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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Date: September 15, 2009