50 of the Top 250 law firms use our Products every day
Exhibit 10.1
NOTICE OF RESTRICTED STOCK
UNIT AWARD
under the
2008 ALBEMARLE CORPORATION
INCENTIVE PLAN
This AWARD, made as of the 1st
day of April 2009, by
Albemarle Corporation, a Virginia corporation (the
“Company”), to
(“Participant”),
is made pursuant to and subject to the provisions of the
Company’s 2008 Incentive Plan (the “Plan”). All
terms that are used herein that are defined in the Plan shall have
the same meanings given them in the Plan.
Contingent Restricted Stock
Units
|
1.
|
Grant
Date . Pursuant to
the Plan, the Company, on April 1, 2009 (the
“Grant Date”), granted Participant an incentive award
(“Award”) in the form of
Restricted
Stock Units , subject to the terms and conditions of the Plan
and subject to the terms and conditions set forth
herein.
|
|
2.
|
Accounts . Restricted Stock Units granted to Participant
shall be credited to an account (the “Account”)
established and maintained for Participant. A Participant’s
Account shall be the record of Restricted Stock 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 . Except as otherwise provided herein, the
Restricted Stock Units shall remain nontransferable and subject to
substantial risk of forfeiture.
|
Valuation of Restricted Stock
Units
|
4.
|
Value of
Units . The value of
each Restricted Stock Unit on any date shall be equal to the value
of one share of the Company’s Common Stock on such
date.
|
|
5.
|
Value of
Stock . For purposes
of this Award, the value of the Company’s Common Stock is the
Fair Market Value of the Stock (as defined in the Plan) on the
relevant date.
|
Vesting of Restricted Stock
Units
|
6.
|
Vesting . Subject to paragraphs 7, 8 and 19 hereof,
Participant’s interest in 100% of the Restricted Stock Units
shall become vested and non-forfeitable on the third anniversary of
the Grant Date.
|
Page 1 of 3
Termination of Employment
During the Vesting Period
|
7.
|
Death or
Disability . Anything
in this Notice of Award to the contrary notwithstanding, if
Participant dies or becomes Disabled while in the employ of the
Company and prior to the forfeiture of the Restricted Stock Units
under paragraph 9, some or all of the forfeitable Restricted Stock
Units shall become Vested as of the date of Participant’s
death or Disability, as the case may be, such that the Restricted
Stock Units are deemed to Vest on a pro-rata daily basis over the
three-year Vesting term (as set forth in paragraph 6 above). For
purposes of the preceding sentence, Participant (or his
Beneficiary) (i) shall be Vested in one-third of the Award for
each completed year of service in the Vesting period, and
(ii) shall be Vested in a fraction of one-third of the
Restricted Stock Units for any partial year of service, where the
numerator of such fraction is the number of days in the year prior
to Participant’s death or Disability, and the denominator of
such fraction is 365. For purposes of this Award,
“Disabled” means a Participant’s permanent and
total disability within the meaning of Section 22(e)(3) of the
Code.
|
|
8.
|
Retirement . Anything in this Notice of Award to the
contrary notwithstanding, in the event that the Participant Retires
from the employ of the Company or an Affiliate and prior to the
forfeiture of the Restricted Stock Units under paragraph 9,
Participant shall
|
|
