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): January 31, 2011

ALBEMARLE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	001-12658	54-1692118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

451 Florida Street, Baton Rouge, Louisiana 70801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (225) 388-8011

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:

¨ 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.

2011 Long Term Incentive Plan

On January 31, 2011, the Executive Compensation Committee (the “Committee”) of the Board of Directors of Albemarle Corporation (the “Company”) granted stock options and performance units (“PUs”) to the Company’s named executive officers for 2011 under the Albemarle Corporation 2008 Incentive Plan (the “LTIP”). The grants made to the named executive officers are as follows: Mark C. Rohr (43,000 PUs, 85,000 options); Luther C. Kissam IV (19,000 PUs, 40,000 options); John M. Steitz (15,000 PUs, 30,000 options); and John J. Nicols (7,000 PUs, 13,000 options). As previously disclosed in the Company’s Current Report on Form 8-K filed on January 13, 2011, Scott A. Tozier was granted 25,000 stock options and 25,000 shares of restricted stock as part of his employment and received 10,000 PUs as part of the LTIP. The number of PUs set forth above represent the number of PUs that each named executive officer would receive for target level performance by the Company. Copies of the form of Performance Unit Agreement and the form of Stock Option Agreement used under the LTIP for the grants of PUs and stock options are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Retention Restricted Stock Unit Grant

On January 31, 2011, the Committee approved a grant of up to 11,000 restricted stock units to certain employees of the Company. The restricted stock units will vest on the third anniversary date of the award. The award is subject to the terms in the Restricted Stock Unit Agreement. A form of Restricted Stock Unit Agreement that will be used under the LTIP for grants of restricted stock unit awards is attached hereto as Exhibit 10.3, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Performance Unit Agreement

10.2 Form of Stock Option Agreement

10.3 Form of Restricted Stock Unit Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALBEMARLE CORPORATION
Date: January 31, 2011	By:	/s/ Karen G. Narwold
		Name:	Karen G. Narwold
		Title:	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Performance Unit Agreement
10.2	Form of Stock Option Agreement
10.3	Form of Restricted Stock Unit Agreement

EX-10.1

Exhibit 10.1

NOTICE OF PERFORMANCE UNIT AWARD

under the

2008 ALBEMARLE CORPORATION INCENTIVE PLAN

This AWARD, made as of the 31st day of January, 2011, 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 Performance Units

1. Grant Date. Pursuant to the Plan, the Company, on January 31, 2011 (the “Grant Date”), granted Participant an Award (“Award”) in the form of              Performance Units (which number of Units is also referred to herein as the “Target Units”), subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.

2. Accounts. Performance Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. The Account of Participant shall be the record of Performance 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. No Award shall be earned and Participant’s interest in the Performance Units granted hereunder shall be forfeited, except to the extent that the following paragraphs are satisfied.

4. Performance Criteria. Participant’s Performance Units shall be earned as soon as practicable after the end of the Measurement Period based on the following formula (to the nearest whole Performance Unit). Such Performance Units shall be subject to the terms and conditions set forth in the following paragraphs of this Notice of Award.

(a) The Measurement Period is the 2011 and 2012 calendar period.

(b) Earned Award = EBIT % of Target Units x Performance Units

(c) Trigger = EBITDA excluding special items exceeds 5% of Net Sales.

EBIT % of Target Units. The EBIT % of Target Units is determined according to the following table (awards to be interpolated between the dollar amounts and Trigger listed below):

Cumulative EBIT target	EBIT % of Target Units
$ 1,065 million		200% of Target Units
$ 966 million		100% of Target Units
$ 898 million		34% of Target Units
Trigger		33% of Target Units
< Trigger		0	%

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“EBIT” is combined income of each segment before interest and taxes less corporate expenses before special items each calendar year in the Measurement Period as determined by the Company for such purpose provided, however, that in accordance with the Plan and as approved by the Committee in its sole and absolute discretion, EBIT may be adjusted to reflect extraordinary and significant events that distort current earnings.

“Cumulative EBIT” is EBIT for each calendar year in the Measurement Period added together.

“EBITDA” and “Net Sales” is the cumulative EBITDA and Net Sales for each calendar year in the Measurement Period.

For purposes of the above calculations, EBIT % of Target Units will be rounded to the nearest whole percent.

Valuation of Performance Units

5. Value of Units. The value of each Performance Unit shall be equal to the value of one share of the Company’s common stock.

6. Value of Stock. For purposes of this Award, the value of the Company’s common stock is the Fair Market Value (as defined in the Plan) on the date any Performance Units become vested hereunder.

Vesting of Earned Performance Units

7. Earned Awards. As soon as practicable after the end of the Measurement Period, a determination shall be made by the Committee of the number of whole Performance Units that Participant has earned. The date as of which the Committee determines the number of Performance Units shall be the “Award Date.”

8. Restrictions. Except as provided herein, the earned Performance Units shall remain unvested and forfeitable.

9. Vesting. Participant’s interest in one-half of the earned Performance Units shall become vested and non-forfeitable on the Award Date and will be paid as soon as practicable thereafter. The final one-half of the earned Performance Units shall become vested and non-forfeitable as of January 1 of the first calendar year following the calendar year that contains the Award Date.

Death, Disability, Retirement and Termination by the Company for any Reason other than Cause

10. During the Measurement Period. Anything in this Notice of Award to the contrary notwithstanding, (a) if a Participant separates from service for any reason during 2011, then the Participant’s Performance Units shall be forfeited; and (b) if a Participant separates from service during 2012 on account of death, permanent and total disability within the meaning of section 22(e)(3) of the Code (“Disability” or “Disabled”), Retirement (as defined in paragraph 14 hereof) or termination by the Company for any reason other than Cause, then, provided EBIT for 2011 is equal to or greater than $449 million, the Participant’s Performance Units shall be deemed earned under paragraph 4 above based on EBIT for 2011, 50% of the Cumulative EBIT target, and 50% of the Performance Units granted to the Participant; and any remaining Performance Units shall be forfeited. The number of Performance Units shall be determined by the Committee in its sole and absolute discretion within the limits provided in the Plan and the Performance Units shall be fully vested and payable pursuant to paragraphs 16-18 hereof.

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11. During the Vesting Period. Anything in this Notice of Award to the contrary notwithstanding, if Participant dies, becomes Disabled or Retires while in the employ of the Company or an Affiliate or is terminated by the Company for any reason other than Cause and prior to the forfeiture of the Performance Units under paragraph 13, all earned Performance Units that are forfeitable shall become non-forfeitable as of the date of Participant’s death, Disability, Retirement or termination by the Company for any reason other than Cause, as the case may be.

12. After the Measurement Period. Anything in this Notice of Award to the contrary notwithstanding, if, after the Measurement Period ends, but prior to the Award Date, Participant dies, becomes Disabled or Retires while in the employ of the Company or an Affiliate or is terminated by the Company for any reason other than Cause, such Participant shall earn his Performance Units pursuant to paragraph 7 and such earned Units shall be fully vested as of the Award Date and payable pursuant to paragraphs 16-18 hereof.

13. Forfeiture. All Performance Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates voluntarily or is terminated with Cause, except by reason of Participant’s death, Retirement, Disability, or his termination by the Company for any reason other than Cause.

14. Retirement. Retirement means, for purposes of this Award, early, normal or delayed retirement under the terms of a qualified defined benefit retirement plan maintained by the Company.

15. Termination for Cause. The Committee shall have the authority to determine whether Participant’s termination from employment is for Cause or for any reason other than Cause.

Payment of Awards

16. Time of Payment. Payment of Participant’s Performance Units shall be made as soon as practicable after the Units have become non-forfeitable, but in no event later than March 15^th of the calendar year after the year in which the Units become non-forfeitable.

17. Form of Payment. The vested Performance Units shall be paid in whole shares of the Company’s common stock.

18. Death of Participant. If Participant dies prior to the payment of his earned and vested Performance Units, an amount equal to the amount of the Participant’s non-forfeitable Performance 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.

19. Taxes. The Company will withhold from Awards the number of whole shares necessary to satisfy tax-withholding requirements.

General Provisions

20. No Right to Continued Employment. Neither this Award nor the granting, earning or vesting of Performance 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.

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21. 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.

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

23. 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.

24. 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.

25. Change in Control. Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan), the following rules shall apply:

(a) If a Change in Control occurs before the Measurement Period has been completed, a portion of the Participant’s Performance Units shall be deemed earned and will be vested and paid. The number of Performance Units that will be deemed earned and vested in accordance with the prior sentence shall equal the greater of:

(1) the target number of Performance Units granted to the individual; and

(2) a number of Performance Units based on actual performance of the Company against the performance criteria for the Performance Units for that portion of the Measurement Period for the Performance Units elapsed up to the end of the most recently completed calendar quarter prior to the date of the Change in Control and based on target performance during the balance of such Measurement Period in accordance with the following formula:

Number of Units to be vested and paid = (QC/8) x (AP/TP) x Number of Target Units + ((8-QC)/8) x Number of Target Units

Where: QC = the number of completed calendar quarters of the performance period prior to a Change in Control.

AP = actual performance of the Company under the criteria for the Performance Units for the relevant period.

TP = target performance of the Company under the criteria for the Performance Units for the relevant period.

If a Change in Control occurs after the Measurement Period has been completed, but prior to the forfeiture of the Performance Units under paragraph 13, all earned Performance Units that are forfeitable shall become non-forfeitable as of the date of the Change in Control.

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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:  «Stock Options» 

This GRANT, made as of the 31st day of January, 2011, 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 January 31, 2011, 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 $56.16 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 as to one-third of the option (             shares) on January 31, 2012, as to another one-third of the option (             shares) on January 31, 2013, and as to the final one-third of the option (             shares) on January 31, 2014.

4. Exercisability of Option. Except as provided in paragraphs 7, 8, 9, 10 or 11, this option shall be exercisable as to one-third of the option (             shares) on January 31, 2012, as to another one-third of the option (             shares) on January 31, 2013, and as to the final one-third of the option (             shares) on January 31, 2014. Once the 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 may 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, 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 (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 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

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requirements for an early, normal or delayed retirement allowance under a tax-qualified defined benefit pension plan maintained by the Company or an Affiliate. 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 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 any portion of the option is Vested, such non-Vested portion of 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 3 and 4 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 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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EX-10.3

Exhibit 10.3

NOTICE OF RESTRICTED STOCK UNIT AWARD

under the

2008 ALBEMARLE CORPORATION INCENTIVE PLAN

This AWARD, made as of the 31st day of January 2011, 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 January 31, 2011 (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 nonvested 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. 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 8, all Restricted Stock Units that are forfeitable shall become non-forfeitable as of the date of Participant’s death or Disability, as the case may be. 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. Forfeiture. Subject to paragraph 18 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 except the Participant’s death or Disability.

Payment of Awards

9. Time of Payment. Payment of Participant’s Restricted Stock Units shall be made as soon as practicable after the Units have become non-forfeitable, but in no event later than March 15^th of the calendar year after the year in which the Units become non-forfeitable.

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

11. 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.

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

General Provisions

13. 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.

14. 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.

15. Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award 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 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.

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17. 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.

18. 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 8, 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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