Exhibit
10.1
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the
“Agreement”), made as of April 25, 2007, by and
between William M. Gottwald (the “Seller”) and
Albemarle Corporation, a Virginia corporation (the
“Company”), provides as follows:
ARTICLE I
DEFINITIONS
When used in this Agreement, the
following terms shall have the meanings specified:
1.1 Closing .
“Closing” shall mean the conference held at 10:00 a.m.,
local time on the Closing Date, at the offices of the Company in
Richmond, Virginia or such other place as the parties may mutually
agree.
1.2 Closing Date .
“Closing Date” shall mean the third business day after
the determination of the Purchase Price and the satisfaction of the
conditions set forth in Article IV hereof, or such other date to
which the parties may mutually agree.
1.3 Common Stock .
“Common Stock” shall mean the Company’s
authorized common stock, par value $0.01 per share.
1.4 Price Per Share .
“Price Per Share” means $0.03 less than the average
closing price of a share of the Common Stock, as determined by the
Company’s Chief Financial Officer based on trade data
provided by the New York Stock Exchange (as reported in the Wall
Street Journal ), for April 26 through April 30, 2007
(inclusive).
1.5 Purchase Price .
“Purchase Price” shall mean the sum of the Price Per
Share multiplied by the total number of shares of Stock.
1.6 Stock .
“Stock” shall mean 100,000 shares of Common
Stock.
ARTICLE II
PURCHASE AND SALE
2.1 Commitment to Sell . At
the Closing, and upon all of the terms and subject to all of the
conditions of this Agreement, the Seller hereby agrees to sell,
transfer, assign and deliver to the Company one or more
certificates evidencing the Stock, free and clear of all liens,
claims, mortgages, encumbrances and claims of any third
party.
2.2 Commitment to Purchase .
Upon all of the terms and subject to all of the conditions of this
Agreement, the Company agrees to purchase the Stock and in full
payment therefor, the Company shall deliver the Purchase Price to
the Seller on the Closing Date in immediately available
funds.
ARTICLE III
REPRESENTATIONS AND
WARRANTIES
The Seller hereby represents and
warrants to the Company that the Seller owns good and valid title
to the Stock being sold by the Seller, free and clear of any liens,
encumbrances or claims and that the Seller has the right to sell
such shares to the Company without violating any obligation. The
Seller represents and warrants that he does not know of any
non-public information about the Company that a
