EX-10.1



 Exhibit 10.1 

NOTICE OF OPTION GRANT 

under the 
 ALBEMARLE
CORPORATION 2008 INCENTIVE PLAN 
 No. of shares subject to option: _«Stock_Options_»_ 

This GRANT, made as of the 26th day of February, 2016, by Albemarle Corporation, a Virginia corporation (the “Company”), to
«First_Name» «Last_Name» (“Participant”), is made pursuant and subject to the provisions of the Company’s 2008 Incentive Plan (the “Plan”), a copy of which has been given to Participant.
All terms used herein that are defined in the Plan have the same meanings given them in the Plan. 
 1. Grant of Option. Pursuant to the Plan,
the Company, on February 26, 2016 (“Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from
the Company all or any part of the aggregate of             shares of Common Stock at the option price of $XX.XX per share (the “Option Price”), being not less than
the Fair Market Value per share of the Common Stock on the date the option was granted. Such option will be exercisable as hereinafter provided. This option is not intended to be treated as an incentive stock option under Code section 422. 

2. Expiration Date. The Expiration Date of this option is the date that is ten (10) years from the date of the grant of this option. This
option may not be exercised on or after the tenth anniversary of its grant. 
 3. Vesting of Option. Except as provided in paragraphs 7, 8 or
9, this option shall become Vested on February 25, 2019. 
 4. Exercisability of Option. Except as provided in paragraphs 7, 8 or 9, this
option shall become exercisable on February 25, 2019. Once the option has become exercisable in accordance with the preceding sentence, it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to
paragraphs 7, 8 or 9, or until the option period has expired, if earlier. A partial exercise of this option shall not affect Participant’s right to exercise this option with respect to the remaining shares, subject to the terms and conditions
of the Plan and those set forth herein. 
 5. Method of Exercising and Payment for Shares. This option shall be exercised through a licensed
brokerage firm at Participant’s expense, in conjunction with established procedures and coordinated with the Company’s Human Resources and Law Departments. From time to time the procedures for exercising this option may be subject to
modification by the aforesaid departments, but in no case shall the number of shares subject to the option or its terms for vesting be changed by the procedures for exercise or by the modification thereof. Procedures for the exercise of this option
will be provided to Participant by the Company’s Human Resources Department. 







 6. Nontransferability. This option is nontransferable except by will or the laws of descent and
distribution. During Participant’s lifetime, this option may be exercised only by Participant. 
 7. Vesting and Exercise in the Event of Death,
Permanent and Total Disability, Retirement or Termination by the Company other than for Cause. In the event that the Participant (i) dies, (ii) becomes permanently and totally disabled (within the meaning of Section 22(e)(3)
of the Code) (“Disabled”), (iii) Retires from the employ of the Company or an Affiliate, or (iv) is terminated by the Company or an Affiliate other than for Cause (any of the events described in (i) to (iv) referenced
to herein as a “Termination Event”), this option shall become Vested as to a pro-rata portion of the option (as determined in accordance with the following sentence). The pro-rata portion of the option that shall vest pursuant to the
preceding sentence shall be equal to 1/36th of the shares subject to the option, for each full month of service performed by the Participant after the Grant Date and prior to the Termination
Event. The non-Vested portion of the option shall be forfeited. The Vested portion of the option may be exercised beginning on the date specified in paragraph 4 and shall remain exercisable according to the terms provided in paragraph 4, and the
Participant or Participant’s beneficiary (or estate as the case may be) may exercise this option during the remainder of the period preceding the Expiration Date. Participant shall have the right to designate his beneficiary in accordance with
procedures established under the Plan for such purpose. If Participant fails to designate a beneficiary, or if at the time of his death there is no surviving beneficiary, this option may be exercised by his estate. For purposes of this Grant, the
terms “Retires” and “Retirement” means, for purposes of this Award, termination of employment after having attained age 55 and completed at least 10 years of service with the Company or an Affiliate. The preceding sentence shall
not apply to a separation from service following the date that Participant is advised (upon recommendation by the Executive Compensation Committee of the Board of Directors of Albemarle Corporation) that his employment is being, or will be,
terminated for Cause, on account of performance or in circumstances that prevent him from being in good standing with the Company, in which case all rights under this Grant shall terminate, and this Grant shall expire on the date of
Participant’s termination of employment. 
 8. Vesting and Exercise After Other Termination of Employment. Except as provided in
paragraph 7, in the event Participant ceases to be employed by the Company or an Affiliate, the rules under this paragraph 8 shall apply. If Participant ceases to be employed prior to the time any portion of the option is Vested, such non-Vested
portion of the option shall be forfeited. If Participant ceases to be employed after the option is Vested, but prior to the Expiration Date, Participant may exercise this option with respect to the shares he is entitled to purchase pursuant to
paragraphs 3 and 4 above within sixty (60) days of the date of such termination of employment (but in no event later than the Expiration Date). 
 9.
Change in Control. Notwithstanding any other provision of this Notice of Award, all shares of the option not previously forfeited shall become Vested and exercisable on a Change in Control as defined in the Plan. 

10. Termination for Cause. The Committee shall have the authority to determine whether Participant’s termination from employment is for
Cause or for any reason other than Cause. 
 11. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision
hereof may entitle Participant to a fractional share such fraction shall be disregarded. 
 12. No Right to Continued Employment. This option
does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his employment at any time. 

  
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 13. Change in Capital Structure. The terms of this option shall be adjusted as the Committee
determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization. 

14. Governing Law. This Grant shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising
under this Grant shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia. 
 15. Conflicts.
(a) In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Grant, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on
the date hereof. 
 (b) In the event of any conflict between the provisions of this Award and the provisions of any separate Agreement
between the Company and the Participant, including, but not limited to, any Severance Compensation Agreement entered between the Participant and the Company, the provisions of this Grant shall govern. 

16. Binding Effect. Subject to the limitations set forth herein and in the Plan, this Grant shall be binding upon and inure to the benefit of
the legatees, distributees, and personal representatives of Participant and the successors of the Company.
 17. Taxes. Tax withholding
requirements attributable to the exercise of this option, including employment taxes, Federal income taxes, and state and local income taxes with respect to the state and locality where, according to the Company’s system of records, the
Participant resides at the time the option is exercised, except as otherwise might be determined to be required by the Company, will be satisfied by the Participant as instructed in the established procedures for exercising this option; provided,
however, that the foregoing employment, Federal, state and local income tax withholding provision shall be subject to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of
the United States) or US employees working outside of the United States. It is the Participant’s responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as
the result of exercising this option. 
 IN WITNESS WHEREOF, the Company has caused this Grant to be signed by a duly authorized officer.

  

			
	 ALBEMARLE CORPORATION

		
	 By:
	 	  




  
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