EXHIBIT 10.36
FIRST AMENDMENT TO THE
ALBEMARLE CORPORATION
DIRECTORS’ DEFERRED COMPENSATION
PLAN
(As Amended and Restated
Effective January 1, 2005)
In accordance with Section 13
of the Albemarle Corporation Directors’ Deferred Compensation
Plan (As Amended and Restated Effective January 1, 2005) (the
“Plan”), the Plan is hereby amended as
follows:
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1.
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A new
Section 2(ee) of the Plan is added to the Plan to read as
follows:
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“(ee) Additional
Discretionary Allocations shall mean the amounts, if any,
allocated to Directors’ Deferred Stock Accounts pursuant to
Section 4(h) of the Plan.”
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2.
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Section 2(q) of the Plan is amended to add
the following at the end thereof:
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“Effective January 1,
2009, Deferred Stock Benefit shall also mean any Additional
Discretionary Allocations made pursuant to Section 4(h) of the
Plan.”
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3.
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A new paragraph
(h) is added to Section 4 of the Plan to read as
follows:
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“(h) Effective January 1,
2009, the Board may determine in any year to make Additional
Discretionary Allocations to the Deferred Stock Accounts of some or
all of the Directors. Additional Discretionary Allocations, if any,
shall be made solely at the discretion of the Board and the
decision to make Additional Discretionary Allocations in one year
shall have no effect on the decision to make Additional
Discretionary Allocations in a succeeding year. Any Additional
Discretionary Allocations made pursuant to this Section 4(h)
shall be allocated to a Director’s Deferred Stock Account and
shall be subject to the other relevant provisions of this
Plan.”