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) April 3, 2009 (April 1, 2009)

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	001-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

451 Florida Street, Baton Rouge, Louisiana	70801
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code

(225) 388-7400

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 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2009, the Executive Compensation Committee of the Board of Directors of Albemarle Corporation (the “Company”), granted to certain employees of the Company, including each of the Company’s named executive officers, grants of restricted stock units and/or stock options under the Albemarle Corporation 2008 Incentive Plan (the “Plan”). Attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein is a copy of the form of Notice of Restricted Stock Unit Award and the form of Notice of Option Grant to be used under the Plan for grants of restricted stock unit awards and option grants, as the case may be.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Notice of Restricted Stock Unit Award.
10.2	Form of Notice of Option Grant.

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.

Date: April 3, 2009

ALBEMARLE CORPORATION
By:	/s/ Nicole C. Daniel
	Nicole C. Daniel
	Assistant General Counsel and
	Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Form of Notice of Restricted Stock Unit Award.
10.2	Form of Notice of Option Grant.

EX-10.1

Exhibit 10.1

NOTICE OF RESTRICTED STOCK UNIT AWARD

under the

2008 ALBEMARLE CORPORATION INCENTIVE PLAN

This AWARD, made as of the 1st day of April 2009, by Albemarle Corporation, a Virginia corporation (the “Company”), to                     (“Participant”), is made pursuant to and subject to the provisions of the Company’s 2008 Incentive Plan (the “Plan”). All terms that are used herein that are defined in the Plan shall have the same meanings given them in the Plan.

Contingent Restricted Stock Units

1. Grant Date. Pursuant to the Plan, the Company, on April 1, 2009 (the “Grant Date”), granted Participant an incentive award (“Award”) in the form of             Restricted Stock Units, subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.

2. Accounts. Restricted Stock Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. A Participant’s Account shall be the record of Restricted Stock Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.

3. Terms and Conditions. Except as otherwise provided herein, the Restricted Stock Units shall remain nontransferable and subject to substantial risk of forfeiture.

Valuation of Restricted Stock Units

4. Value of Units. The value of each Restricted Stock Unit on any date shall be equal to the value of one share of the Company’s Common Stock on such date.

5. Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value of the Stock (as defined in the Plan) on the relevant date.

Vesting of Restricted Stock Units

6. Vesting. Subject to paragraphs 7, 8 and 19 hereof, Participant’s interest in 100% of the Restricted Stock Units shall become vested and non-forfeitable on the third anniversary of the Grant Date.

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Termination of Employment During the Vesting Period

7. Death or Disability. Anything in this Notice of Award to the contrary notwithstanding, if Participant dies or becomes Disabled while in the employ of the Company and prior to the forfeiture of the Restricted Stock Units under paragraph 9, some or all of the forfeitable Restricted Stock Units shall become Vested as of the date of Participant’s death or Disability, as the case may be, such that the Restricted Stock Units are deemed to Vest on a pro-rata daily basis over the three-year Vesting term (as set forth in paragraph 6 above). For purposes of the preceding sentence, Participant (or his Beneficiary) (i) shall be Vested in one-third of the Award for each completed year of service in the Vesting period, and (ii) shall be Vested in a fraction of one-third of the Restricted Stock Units for any partial year of service, where the numerator of such fraction is the number of days in the year prior to Participant’s death or Disability, and the denominator of such fraction is 365. For purposes of this Award, “Disabled” means a Participant’s permanent and total disability within the meaning of Section 22(e)(3) of the Code.

8. Retirement. Anything in this Notice of Award to the contrary notwithstanding, in the event that the Participant Retires from the employ of the Company or an Affiliate and prior to the forfeiture of the Restricted Stock Units under paragraph 9, Participant shall Vest in some or all of the Restricted Stock Units where the Restricted Stock Units are deemed to Vest on a pro-rata daily basis over the three-year Vesting term (as set forth in paragraph 6 above). For purposes of the preceding sentence, Participant (i) shall be Vested in one-third of the Award for each completed year of service in the Vesting period, and (ii) shall be Vested in a fraction of one-third of the Restricted Stock Units for any partial year of service, where the numerator of such fraction is the number of days in the year prior to Participant’s Retirement, and the denominator of such fraction is 365. For purposes of this Grant, the terms “Retires” and “Retirement” mean separation from service on or after Participant has satisfied the requirements for an early, normal or delayed retirement allowance under a tax-qualified defined benefit pension plan maintained by the Company or an Affiliate and in which Participant is eligible to participate. The preceding sentence shall not apply to a separation from service following the date that Participant is advised (upon recommendation by the Executive Committee of the Board of Directors of Albemarle Corporation) that his employment is being, or will be, terminated for Cause, on account of performance or in circumstances that prevent him from being in good standing with the Company, in which case all rights under this Grant shall be forfeited as of the date of Participant’s termination of employment.

9. Forfeiture. Subject to paragraphs 7, 8 and 19 hereof, all Restricted Stock Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason.

Payment of Awards

10. Time of Payment. (a) Except as otherwise provided in subparagraph (b) of this Paragraph 10, payment of Participant’s vested Restricted Stock Units shall be made as soon as practicable after the Units have become non-forfeitable (referred to herein as the “Vesting Date”).

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 10, for Participants who are eligible for Retirement (as defined in Paragraph 8 hereof), such Participants’ vested Restricted Stock Units shall be paid on the third anniversary of the Grant Date.

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11. Form of Payment. The vested Restricted Stock Units shall be paid in whole shares of the Company’s Common Stock.

12. Death of Participant. If Participant dies prior to the payment of his or her non-forfeitable Restricted Stock Units, such Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary on a form filed with the Committee. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.

13. Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy tax-withholding requirements.

General Provisions

14. No Right to Continued Employment. Neither this Award nor the granting or vesting of Restricted Stock Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.

15. Change in Capital Structure. In accordance with the terms of the Plan, the terms of this grant shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.

16. Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia. All disputes arising under this Award shall be adjudicated solely within the state or federal courts located within the Commonwealth of Virginia.

17. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Award, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.

18. Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

19. Change in Control. Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 9, the Participant’s Restricted Stock Units shall be fully vested and paid.

IN WITNESS WHEREOF, the Company has caused this Award to be signed on its behalf.

ALBEMARLE CORPORATION

By:

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EX-10.2

Exhibit 10.2

NOTICE OF OPTION GRANT

under the

ALBEMARLE CORPORATION 2008 INCENTIVE PLAN

No. of shares subject to option:             

This GRANT, made as of the 1st day of April, 2009, by Albemarle Corporation, a Virginia corporation (the “Company”), to                      (“Participant”), is made pursuant and subject to the provisions of the Company’s 2008 Incentive Plan (the “Plan”), a copy of which has been given to Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1. Grant of Option. Pursuant to the Plan, the Company, on April 1, 2009, granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company all or any part of the aggregate of          shares of Common Stock at the option price of $         per share (the “Option Price”), being not less than the Fair Market Value per share of the Common Stock on the date the option was granted. Such option will be exercisable as hereinafter provided. This option is not intended to be treated as an incentive stock option under Code section 422.

2. Expiration Date. The Expiration Date of this option is the date that is ten (10) years from the date of the grant of this option. This option may not be exercised on or after the tenth anniversary of its grant.

3. Vesting of Option. Except as provided in paragraphs 7, 8, 9, 10 or 11, this option shall become Vested on April 1, 2012.

4. Exercisability of Option. Except as provided in paragraphs 7, 8, 9, 10 or 11, this option shall be exercisable on April 1, 2012. Once this option has become exercisable in accordance with the preceding sentence, it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to paragraphs 7, 8, 9, 10 or 11, or until the option period has expired. A partial exercise of this option shall not affect Participant’s right to exercise this option with respect to the remaining shares, subject to the terms and conditions of the Plan and those set forth herein.

5. Method of Exercising and Payment for Shares. This option shall be exercised through a licensed brokerage firm at Participant’s expense, in conjunction with established procedures and coordinated with the Company’s Human Resources and Law Departments. From time to time the procedures for exercising this option may be subject to modification by the aforesaid departments, but in no case shall the number of shares subject to the option or its terms for vesting be changed by the procedures for exercise or by the modification thereof. Procedures for the exercise of this option will be provided to Participant by the Company’s Human Resources Department.

6. Nontransferability. This option is nontransferable except by will or the laws of descent and distribution. During Participant’s lifetime, this option may be exercised only by Participant.

7. Vesting and Exercise in the Event of Death. If the Participant dies while employed by the Company or an Affiliate, after one year following the date the option was granted and prior to the Expiration Date, this option (to the extent not already Vested) shall become Vested as to a pro-rata portion of the option; such pro-rata portion shall be determined as follows: the option (i) shall be Vested as to one-third of the option for each completed year of service by the Participant during the Vesting period and prior to death, and (ii) shall be Vested as to a fraction of one-third of the option for any partial year of service (other than the first year after the option is granted), where the numerator of such fraction is the number of days in the year prior to Participant’s death, and the denominator of such fraction is 365. The non-Vested portion of the option shall be forfeited. The Vested portion of the option may be immediately exercised and shall remain exercisable according to the terms provided in Paragraph 4, notwithstanding the date of death. This option may be exercised by Participant’s beneficiary. Participant shall have the right to designate his beneficiary on a form filed with the Committee. If Participant fails to designate a beneficiary, or if at the time of his death there is no surviving beneficiary, this option may be exercised by his estate. Participant’s beneficiary (or estate as the case my be) may exercise this option during the remainder of the period preceding the Expiration Date.

8. Vesting and Exercise in the Event of Permanent and Total Disability. If the Participant becomes permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code) (“Disabled”) while employed by the Company or an Affiliate, after one year following the date the option was granted and prior to the Expiration Date, this option shall become Vested as to a pro-rata portion of the option; such pro-rata portion shall be determined as follows: the option (i) shall be Vested as to one-third of the option for each completed year of service by the Participant during the Vesting period and prior to the Disability, and (ii) shall be Vested as to a fraction of one-third of the option for any partial year of service (other than the first year after the option is granted), where the numerator of such fraction is the number of days in the year prior to Participant’s Disability, and the denominator of such fraction is 365. The non-Vested portion of the option shall be forfeited. The Vested portion of the option may be immediately exercised and shall remain exercisable according to the terms provided in Paragraph 4, notwithstanding the date of permanent and total disability. The Participant may exercise this option during the remainder of the period preceding the Expiration Date.

9. Vesting and Exercise in the Event of Retirement. In the event that the Participant Retires from the employ of the Company or an Affiliate after one year following the date the option was granted and prior to the Expiration Date, Participant shall Vest in some or all of the option where the option is deemed to Vest on a pro-rata basis over the three-year Vesting term of the option (as set forth in paragraph 3 above). For purposes of the preceding sentence, Participant (i) shall be Vested in one-third of the option for each completed year of service in the Vesting period, and (ii) shall be Vested in a fraction of one-third of the option for any partial year of service (other than the first year after the option is granted), where the numerator of such fraction is the number of days in the year prior to Participant’s Retirement, and the denominator of such fraction is 365. The non-Vested portion of the option shall be forfeited. Participant may exercise the Vested portion of the option with respect to the shares he is entitled to purchase, as of the date the option would have become exercisable pursuant to paragraph 4 above, provided that the option must be exercised during the remainder of the period preceding the Expiration Date. For purposes of this Grant, the terms “Retires” and “Retirement” mean separation from service on or after Participant has satisfied the requirements for an early, normal or delayed retirement allowance under a tax-qualified defined benefit pension plan maintained by the Company or an Affiliate and in which Participant is eligible to participate. The preceding sentence shall not apply to a separation from service following the

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date that Participant is advised (upon recommendation by the Executive Committee of the Board of Directors of Albemarle Corporation) that his employment is being, or will be, terminated for Cause, on account of performance or in circumstances that prevent him from being in good standing with the Company, in which case all rights under this Grant shall terminate, and this option shall expire on the date of Participant’s termination of employment.

10. Vesting and Exercise After Termination of Employment. Except as provided in paragraphs 7, 8, or 9, in the event Participant ceases to be employed by the Company or an Affiliate, the rules under this paragraph 10 shall apply. If Participant ceases to be employed prior to the time the option is Vested, the option shall be forfeited. If Participant ceases to be employed after the option is Vested, but prior to the Expiration Date, Participant may exercise this option with respect to the shares he is entitled to purchase pursuant to paragraphs 4, 7, 8 or 9 above within sixty (60) days of the date of such termination of employment (but in no event later than the Expiration Date).

11. Change in Control. Notwithstanding any other provision of this Notice of Award, all shares of the Stock Option not previously forfeited shall become Vested and exercisable on a Change in Control as defined in the Plan.

12. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle Participant to a fractional share such fraction shall be disregarded.

13. No Right to Continued Employment. This option does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his employment at any time.

14. Change in Capital Structure. The terms of this option shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.

15. Governing Law. This Grant shall be governed by the laws of the Commonwealth of Virginia. All disputes arising under this Grant shall be adjudicated solely within the state or federal courts located within the Commonwealth of Virginia.

16. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Grant, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

17. Binding Effect. Subject to the limitations set forth herein and in the Plan, this Grant shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

18. Taxes. All income and employment tax withholding requirements attributable to the exercise of this option will be satisfied by the Participant as instructed in the established procedures for exercising this option.

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IN WITNESS WHEREOF, the Company has caused this Grant to be signed by a duly authorized officer.

ALBEMARLE CORPORATION

By:

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