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Exhibit
10.3
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(the “Agreement”), made as of February 5, 2008, by
and between Westham Partners, L.P. (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 date hereof 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 $37.2174 per share of Common
Stock.
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 700,000 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 reasonable investor
would consider material to a decision whether to sell Common
Stock.
2
ARTICLE IV
CONDITIONS PRECEDENT TO
THE OBLIGATIONS OF THE PARTIES
Each and every obligation of
the parties to be performed on the Closing Date shall be subject to
the satisfaction prior to or at the Closing of the f
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