NOTICE OF TSR PERFORMANCE UNIT AWARD under the ALBEMARLE CORPORATION 2008 INCENTIVE PLAN

1.

Grant Date.  Pursuant to the Plan, the Company, on February 24, 2015 (the “Grant Date”), granted Participant an Award (“Award”) in the form of «Units» TSR Performance Units (which number of Units is also referred to herein as the “Target Units”), subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.

7.

Earned Awards.  As soon as practicable after the end of the Measurement Period, a determination shall be made by the Committee of the number of whole TSR Performance Units that Participant has earned.  The date as of which the Committee determines the number of TSR Performance Units earned shall be the “Award Date.”

8.

Restrictions.  Except as provided herein, the earned TSR Performance Units shall remain unvested and forfeitable.

9.

Vesting.  Participant’s interest in one-half of the earned TSR Performance Units shall become vested and non-forfeitable on the Award Date and will be paid as soon as practicable thereafter. The final one-half of the earned TSR Performance Units shall become vested and non-forfeitable as of January 1 of the first calendar year following the calendar year that contains the Award Date.

10.

During the Measurement Period.  Anything in this Notice of Award to the contrary notwithstanding, (a) if a Participant separates from service for any reason during 2015, then the Participant’s TSR Performance Units shall be forfeited; and (b) if a Participant separates from service during 2016 or 2017 on account of death, permanent and total disability within the meaning of section 22(e)(3) of the Code (“Disability” or “Disabled”), Retirement (as defined in paragraph 14 hereof) or termination by the Company for any reason other than Cause, then the Participant’s TSR Performance Units shall be earned under paragraph 7 above as of the Award Date based on the criteria set forth in paragraph 4 above and, if the Participant terminates under this paragraph (b) in 2016, one-third of the TSR Performance Units granted to the Participant, and if the Participant terminates under this paragraph (b) in 2017, two-thirds of the TSR Performance Units granted to the Participant; and any remaining TSR Performance Units shall be forfeited.  The number of TSR Performance Units earned shall be determined by the Committee in its sole and absolute discretion within the limits provided in the Plan and the TSR Performance Units shall be fully vested as of the Award Date, and payable pursuant to paragraphs 16-18 hereof.

11.

After the Measurement Period.  Anything in this Notice of Award to the contrary notwithstanding, if, after the Measurement Period ends, but prior to the Award Date, Participant dies, becomes Disabled or Retires while in the employ of the Company or an Affiliate or is terminated by the Company for any reason other than Cause, such Participant shall earn his TSR Performance Units pursuant to paragraph 7 and such earned Units shall be fully vested as of the Award Date and payable pursuant to paragraphs 16-18 hereof.

12.

During the Vesting Period.  Anything in this Notice of Award to the contrary notwithstanding, if, after the Award Date, but prior to the forfeiture of the TSR Performance Units under paragraph 13, Participant dies, becomes Disabled or Retires while in the employ of the Company or an Affiliate or is terminated by the Company for any reason other than Cause, then all earned TSR Performance Units that are forfeitable shall become non-forfeitable as of the date of Participant’s death, Disability, Retirement or termination by the Company for any reason other than Cause, as the case may be, and shall be paid pursuant to paragraphs 16-18 hereof.

13.

Forfeiture.  All TSR Performance Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates voluntarily or is terminated with Cause, except by reason of Participant’s death, Retirement, Disability, or his termination by the Company for any reason other than Cause.

14.

Retirement.  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.

15.

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.

16.

Time of Payment.  Payment of Participant’s TSR Performance Units shall be made as soon as practicable after the Units have become non-forfeitable (or the Award Date, if later), but in no event later than March 15th of the calendar year after the year in which the Units become non-forfeitable.

17.

Form of Payment.  The vested TSR Performance Units shall be paid in whole shares of the Company’s Common Stock.

18.

Death of Participant.  If Participant dies prior to the payment of his earned and vested TSR Performance Units, an amount equal to the amount of the Participant’s non-forfeitable TSR Performance Units shall be paid to his or her Beneficiary.  Participant shall have the right to designate a 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 the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.

20.

No Right to Continued Employment. Neither this Award nor the granting, earning or vesting of TSR Performance Units shall 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 the Participant’s employment at any time.

21.

Change in Capital Structure.  In accordance with the terms of the Plan, the terms of this grant 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.

(a)  If a Change in Control occurs before the Measurement Period has been completed, the Participant’s TSR Performance Units shall be deemed earned and will be vested and paid at 100% of Target Units upon the Change in Control.

 

(b)  If a Change in Control occurs after the Measurement Period has been completed, but prior to the forfeiture of the Performance Units under paragraph 13, all earned TSR Performance Units that are forfeitable shall become non-forfeitable and shall vest and be paid as of the date of the Change in Control.