Exhibit 10.7
FIRST AMENDMENT TO THE
ALBEMARLE CORPORATION
DIRECTORS’ DEFERRED COMPENSATION
PLAN
In accordance with Section 13
of the Albemarle Corporation Directors’ Deferred Compensation
Plan (As Amended and Restated Effective November 17, 2004)
(the “Plan”), the Plan is hereby amended as
follows:
1. Section 2(i) of the Plan is
amended to add the following at the end thereof:
“Effective for amounts payable
on or after January 1, 2007, Compensation shall also mean
Stock Compensation for the Deferral Year.”
2. Section 2 of the Plan is
further amended to designate current paragraph (x) as
paragraph (aa) instead, and to insert the following new paragraphs
(x), (y) and (z) to read as follows:
“(x)
Section 409A means Section 409A of the Code
and any and all regulations and rulings issued
thereunder.
(y) Stock Compensation
means shares awarded to a Director for a Deferral Year, under the
Stock Compensation Plan.
(z) Stock Compensation
Plan means the 2006 Stock Compensation Plan for
Non-Employee Directors of Albemarle Corporation.”
3. Section 4(b) of the Plan is
amended to add the following at the end thereof:
“Effective for Stock
Compensation payable on or after January 1, 2007, a Director
may also elect on his or her Deferral Election Form, on or before
the Election Date, to defer the receipt of all or part of his or
her Stock Compensation for the Deferral Year.”
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4. Section 4(c) of the Plan is
amended to insert the following immediately prior to the last
sentence thereof:
“A Participant’s
deferral of Stock Compensation shall only be deferred as a Deferred
Stock Benefit.”
5. Section 7(a) of the Plan is
amended to add the following at the end thereof:
“A Participant’s
Deferred Stock Benefit attributable to Stock Compensation is
credited to the Participant’s Deferred Stock Account as the
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