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Exhibit 10.2
SECOND AMENDMENT TO THE
ALBEMARLE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In accordance with Section 7.01 of the Albemarle
Corporation Supplemental Executive Retirement Plan (the "Plan"),
the Plan is hereby amended as follows:
1. A new sentence is added at the end of Section 6.01, to
read in its entirety as follows:
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"In addition, the Employee Relations Committee has the authority
to amend or modify the Plan (i) to the extent such amendment
is required by law, (ii) to the extent required to maintain
the Plan’s qualified status, (iii) if the amendment
constitutes minor administrative changes necessary for the
administration of the Plan; or (iv) if such amendment is of
general applicability to Participants and does not create an
incremental cost in excess of $250,000 per year."
2. Section 3.01(b)(i) of the Plan is amended to add
a new paragraph (C) at the end thereof, to read as
follows:
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"Notwithstanding the foregoing provisions of this
Section 3.01(b), in the event a Participant’s employment
is terminated in connection with a Change in Control, the
Participant’s Short Service Benefit under this
Section 3.01(b) shall be calculated without regard to the
offsets set forth in paragraph (B) hereof."
3. Appendix II to the Plan is amended in its entirety to read as
follows:
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(i)
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any Person, or "group" as defined in section
13(d)(3) of the Securities Exchange Act of 1934 (excluding Floyd D.
Gottwald, members of his family and any Affiliate), becomes,
directly or indirectly, the Beneficial Owner of 20% or more of the
combined voting power of the then outstanding securities of the
Corporation that are entitled to vote generally for the election of
the Corporation’s directors (the "Voting Securities") (other
than as a result of an issuance of securities by the Corporation
approved by Continuing Directors, or open market purchases approved
by Continuing Directors at the time the purchases are made).
However, if any such Person or "group" becomes the Beneficial Owner
of 20% or more, and less than 30%, of the Voting Securities, the
Continuing Directors may determine, by a vote of at least
two-thirds of the Continuing Directors, that the same does not
constitute a Change in Control;
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(ii)
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as the direct or indirect result of, or in
connection with, a reorganization, merger, share exchange or
consolidation (a "Business Combination"), a contested election of
directors, or any combination of these transactions, Continuing
Directors cease to constitute a majority of the Corporation’s
board of directors, or any successor’s board of directors,
within two years of the last of such transactions;
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(iii)
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the shareholders of the Corporation approve a
Business Combination, unless immediately following such Business
Combination, (1) all or substantially all of the Persons who
were the Beneficial Owners of the Voting Securities outstanding
immediately prior to such Business Combination Beneficially Own
more than 60% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors of the Corporation resulting from such Business
Combination (including, without limitation, a company which as a
result of such transaction owns the Corporation through one or more
Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the
Voting Securities, (ii) no Person (excluding Floyd D.
Gottwald, members of his family and any Affiliate and any employee
benefit plan or r
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