Form of Stock Option Agreement



 Exhibit 10.1 
 NOTICE OF OPTION GRANT 
 under the 

ALBEMARLE CORPORATION 2008 INCENTIVE PLAN 
 No. of shares subject to option:   «StockOptions  »   
 This GRANT, made as of the XX day of XXXXXX, 20XX, 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 meaning given them in the Plan. 
 1. Grant of Option. Pursuant
to the Plan, the Company, on «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, 9, 10 or 11, this option shall become Vested as to one-third of the option (    shares) on «DATE», as to another one-third of the option
(    shares) on «DATE», and as to the final one-third of the option (    shares) on «DATE». 

4. Exercisability of Option. Except as provided in paragraphs 7, 8, 9, 10 or 11, this option shall be exercisable as to
one-third of the option (    shares) on «DATE» as to another one-third of the option (    shares) on «DATE», and as to the final one-third of the option
(    shares) on «DATE». 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, 9, 10 or 11, or until the option period has expired. 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. If the Participant dies while employed by the Company or an Affiliate, after one year following the date the option was granted and prior to the Expiration Date, this option (to the extent
not already Vested) shall become Vested as to a pro-rata portion of the option; such pro-rata portion shall be determined as follows: the option (i) shall be Vested as to one-third of the option for each completed year of service by the
Participant during the Vesting period and prior to death, and (ii) shall be Vested as to a fraction of one-third of the option for any partial year of service (other than the first year after the option is granted), where the numerator of such
fraction is the number of days in the year prior to Participant’s death, and the denominator of such fraction is 365 (or 366 for a leap year). The non-Vested portion of the option shall be forfeited. The Vested portion of the option may be
immediately exercised and shall remain exercisable according to the terms provided in Paragraph 4, notwithstanding the date of death. This option may be exercised by Participant’s beneficiary. Participant shall have the right to designate his
beneficiary on a form filed with the Committee. 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. Participant’s beneficiary (or estate
as the case may be) may exercise this option during the remainder of the period preceding the Expiration Date. 
 8.
Vesting and Exercise in the Event of Permanent and Total Disability. If the Participant becomes permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code) (“Disabled”) while employed by the
Company or an Affiliate, after one year following the date the option was granted and prior to the Expiration Date, this option shall become Vested as to a pro-rata portion of the option; such pro-rata portion shall be determined as follows: the
option (i) shall be Vested as to one-third of the option for each completed year of service by the Participant during the Vesting period and prior to the Disability, and (ii) shall be Vested as to a fraction of one-third of the option for
any partial year of service (other than the first year after the option is granted), where the numerator of such fraction is the number of days in the year prior to Participant’s Disability, and the denominator of such fraction is 365 (or 366
for a leap year). The non-Vested portion of the option shall be forfeited. The Vested portion of the option may be immediately exercised and shall remain exercisable according to the terms provided in Paragraph 4, notwithstanding the date of
permanent and total disability. The Participant may exercise this option during the remainder of the period preceding the Expiration Date. 
 9. Vesting and Exercise in the Event of Retirement. In the event that the Participant Retires from the employ of the Company or an Affiliate after one year following the date the option was
granted and prior to the Expiration Date, this option shall become Vested as to a pro-rata portion of the option; such pro-rata portion shall be determined as follows: the option (i) shall be Vested as to one-third of the option for each
completed year of service by the Participant during the Vesting period, and (ii) shall be Vested as to a fraction of one-third of the option for any partial year of service (other than the first year after the option is granted), where the
numerator of such fraction is the number of days in the year prior to Participant’s Retirement, and the denominator of such fraction is 365 (or 366 for a leap year). The non-Vested portion of the option shall be forfeited. Participant may
exercise the Vested portion of the option with respect to the shares he is entitled to purchase, as of the date the option would have become exercisable pursuant to paragraph 4 above, provided that the option must be exercised during the remainder
of the period preceding the Expiration Date. For purposes of this 

  
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Grant, the terms “Retires” and “Retirement” mean separation from service on or after Participant has satisfied the requirements for an early, normal or delayed retirement
allowance under a tax-qualified defined benefit pension plan maintained by 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 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 option shall expire on the date of Participant’s termination of employment. 
 10. Vesting and Exercise After Termination of Employment. Except as provided in paragraphs 7, 8, or 9, in the event Participant ceases to be employed by the Company or an Affiliate, the
rules under this paragraph 10 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). 
 11. 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. 
 12. 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.
 13. 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. 

14. 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. 
 15. Governing Law. This Grant shall be governed by the laws of the Commonwealth of Virginia. All disputes arising under this Grant shall be adjudicated solely within the state or federal
courts located within the Commonwealth of Virginia. 
 16. Conflicts. 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. 

17. 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.

18. Taxes. Tax withholding requirements attributable to the exercise of this option, including employment taxes, Federal
income taxes, and state and local income taxes with 

  
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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, 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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