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Exhibit
10.2
NOTICE OF PERFORMANCE
UNIT AWARD
under the
2003 ALBEMARLE CORPORATION
INCENTIVE PLAN
This AWARD, made as of the
fifth day of February 2008, by Albemarle Corporation, a
Virginia corporation (the “Company”), to
«Name» (“Participant”), is made
pursuant to and subject to the provisions of the Company’s
2003 Incentive Plan (the “Plan”). All terms that are
used herein that are defined in the Plan shall have the same
meaning given them in the Plan.
Contingent Performance
Units
| 1. |
Grant Date . Pursuant to the Plan, the Company,
on February 5, 2008 (the “Grant Date”),
granted Participant an Incentive Award (“Award”) in the
form of «Units» Performance Units (which
number of Units is 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.
«ThresholdUnits» Performance Units are
defined as the Threshold Units to be earned upon the conditions
stated below. |
| 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 Agreement. |
| |
(a) |
The Measurement Period is the 2008 and 2009 calendar
period. |
| |
(b) |
Earned Award = Net Income Performance Award % of Target
Units x Performance Units |
Net Income Performance
Award % of Target Units. The Net Income Performance Award % of
Target Units is determined according to the following table (awards
to be interpolated between the dollar amounts listed
below):
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|
|
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Average Net Income
|
|
Net Income Performance Award % of Target Units |
| $ 569 million |
|
150% |
| $ 516 million |
|
100% |
| $ 466 million |
|
Threshold Units |
| < $
466 million |
|
0% |
Page 1 of 5
“Net Income” is
the net income 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, Net Income
may be adjusted to reflect extraordinary and significant events
that distort current earnings.
“Cumulative Net
Income” is the Net Income for each calendar year in the
Measurement Period added together.
For purposes of the above
calculations, Net Income Performance Award % 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, if Participant
separates from service during the Measurement Period on account of
death, permanent and total disability within the meaning of section
22(e)(3) of the Code (“Disability” o |
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