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
