Exhibit 10.3
FIRST AMENDMENT TO THE
ALBEMARLE CORPORATION
2003 INCENTIVE PLAN
In accordance with Article XV of the
Albemarle Corporation 2003 Incentive Plan (the “Plan”),
the Plan is hereby amended as follows:
1. Section 1.09 of the Plan is
amended in its entirety to read as follows:
“1.09 Control Change
Date means the date on which there is an event constituting
a Change in Control. If a Change in Control occurs on account of a
series of transactions, the Control Change Date is the date of the
last of such transactions.”
2. Section 7.05 of the Plan is
amended to add the following new sentence at the end
thereof:
“All Options and SARs granted
under this Plan shall provide that such Options and SARs shall
become fully exercisable upon a Control Change
Date.”
3. Section 9.04 of the Plan is
amended to add the following new sentence at the end
thereof:
“All Restricted Stock granted
under this Plan shall provide that such Restricted Stock shall
become fully transferable and nonforfeitable upon a Control Change
Date.”
4. Section 11.03 of the Plan is
amended to add the following new sentence at the end
thereof:
“All Performance Units granted
under this Plan shall provide that to the extent such Units have
been earned, they shall become fully transferable and
nonforfeitable upon a Control Change Date.”
5. Appendix A to the Plan is amended
in its entirety to read as follows:
“a. “ Change in
Control ” means the occurrence of any of the following
events:
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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
Securiti
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