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Exhibit
10.1
NOTICE OF RESTRICTED
STOCK AWARD
under the
ALBEMARLE CORPORATION 2003
INCENTIVE PLAN
6,000 Shares of Restricted
Stock
THIS AWARD, made as of the
5th day of February, 2008 , by Albemarle
Corporation, a Virginia Corporation (the “Company”), to
Mark Rohr (“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.
1. Award of Stock
. Pursuant to the Plan, the Company, on February 5,
2008 (the “Date of Grant”), granted Participant,
subject to the terms and conditions of the Plan and subject further
to the terms and conditions set forth herein, an award of
6,000 shares of Common Stock, hereinafter described
as “Restricted Stock.”
2. Restrictions
. Except as provided in this Notice of Award, the Restricted
Stock is nontransferable and is subject to a substantial risk of
forfeiture.
3. Stock Power
. Participant shall deliver to the Company stock power
authorization(s), endorsed in blank, with respect to the Restricted
Stock. The Company shall use the stock power to cancel any shares
of Restricted Stock that are forfeited (in accordance with
Paragraph 7 below). The Company shall return the stock power to
Participant with respect to any shares of Restricted Stock that
become Vested.
4. Vesting .
Participant’s interest in the shares of Restricted Stock
shall become transferable and non-forfeitable
(“Vested”) in three (3) increments as of the
first, second and third anniversaries of the Date of Grant, such
that 2,000 shares of Restricted Stock will Vest on
February 11, 2009 , 2,000 shares of
Restricted Stock will Vest on February 11, 2010, and
the final 2,000 shares of Restricted Stock will Vest
on February 11, 2011 .
5. Death or
Disability . Paragraph 4 to the contrary notwithstanding,
if Participant dies or becomes Disabled while in the employ of the
Company or an Affiliate and prior to the forfeiture of the shares
of Restricted Stock under Paragraph 7,
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