Notice of ROIC Performance Unit Award (2019)

This AWARD, made as of the [_______] day of February, 2019, by Albemarle Corporation, a Virginia corporation (the “Company”), to «Name» (“Participant”), is made pursuant to and subject to the provisions of the Company’s 2017 Incentive Plan (the “Plan”). All terms that are used herein that are defined in the Plan shall have the same meanings given them in the Plan.

Annual ROIC = Net Income + (Interest Income and Interest Expense, net of tax) (Prior Year End Total Capital + Current Year End Total Capital) / 2

“Total Capital” means total equity plus Debt less cash and cash equivalents. Debt for these purposes shall mean the current portion of long-term debt and long-term debt as disclosed on the Company’s Annual Report on Form 10-K for the applicable year.

Adjustments. Notwithstanding anything in this Notice of Award to the contrary, in accordance with the Plan and as approved by the Committee, ROIC and its component values may be adjusted to reflect nonrecurring, unanticipated or other specifically identifiable amounts that may be unknown as of the Grant Date, including, without limitation, acquisitions and divestitures, write-down or write off of intangible assets (goodwill), restructuring and realignment charges, changes in accounting or tax legislation, foreign currency translation changes, gain/loss on debt retirements, and non-GAAP adjustments or special charges.

become vested and non-forfeitable as of January 1 of the first calendar year following the calendar year that contains the Award Date.

(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 Award shall govern.

(a) Subject to subparagraph (b) hereof, upon a Change in Control during the Measurement Period, a pro-rata number of ROIC Performance Units equal to 1/36^th of the Units granted, for each full month of service performed by the Participant during the Measurement Period, will be earned based on the higher of actual performance as of the date of the Change in Control or the target performance level for 3-Year ROIC set forth on Exhibit A. The number of ROIC Performance Units earned shall be determined by the Committee (as it exists immediately prior to the Change in Control) in its sole and absolute

discretion within the limits provided in the Plan, and the earned ROIC Performance Units shall be vested and paid pursuant to paragraph 16 hereof, no later than March 15^th of the calendar year after the year in which the Change in Control occurs.

(b) Notwithstanding the provisions of subparagraph (a) hereof, if, following the Change in Control, the Company’s shares continue to be traded on the New York Stock Exchange or another established securities market, subparagraph (a) of this paragraph shall not apply, and this Award shall remain in effect and continue subject to the remaining terms of this Notice of Award; provided, however, if the Participant is terminated by the Company other than for Cause or voluntarily resigns for Good Reason (as defined in subparagraph (c)) concurrent with or within two (2) years after the date of the Change in Control and during the Measurement Period, a pro-rata number of ROIC Performance Units equal to 1/36^th of the Units granted, for each full month of service performed by the Participant during the Measurement Period, will be earned and paid (no later than March 15^th of the calendar year after the year in which the termination or resignation occurs) based on the higher of actual performance as of the date of the termination of employment or the target performance level for 3-Year ROIC set forth on Exhibit A. If the Participant is terminated by the Company other than for Cause or voluntarily resigns for Good Reason after the Measurement Period but before the Award is fully vested, the earned unvested ROIC Performance Units will become immediately vested and payable pursuant to paragraph 16 hereof no later than March 15^th of the calendar year after the year in which the termination or resignation occurs.

(c) For purposes of subparagraph (b), “Good Reason” shall mean:

In order for one of the foregoing events to constitute Good Reason, (i) Participant must notify the Company in writing no later than 90 days after the relevant event stating which Good Reason event has occurred, and (ii) the Company shall not have corrected the Good Reason event within thirty (30) days after Participant’s notice.

(a) For purposes of this Award, Qualifying Termination Event shall mean a Participant’s death, Disability, Retirement while in the employ of the Company or an Affiliate, or termination by the Company or an Affiliate other than for Cause.

(i) “Disability” shall mean a Participant’s permanent and total disability within the meaning of Section 22(e)(3) of the Code.

(ii) “Retirement” shall mean termination of employment after having attained age 55 and completed at least 10 years of service with the Company or an Affiliate.

(b) If the events described in (a)(i) and (ii) or paragraph 24 occur after the date that the Participant is advised (upon recommendation by the Committee) 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, accelerated vesting shall not occur and all rights under this Award shall terminate, and this Award shall expire on the date of Participant’s termination of employment. The Committee shall have the authority to determine whether Participant’s termination from employment is for Cause or for any reason other than Cause.

20. Recoupment. In addition to any other applicable provision of the Plan, this Award is subject to the terms of the separate Albemarle Corporation Recoupment Policy, as such Policy may be amended from time to time.

IN WITNESS WHEREOF, the Company has caused this Award to be signed on its behalf.

By:    ______________________________

* The percentage of Target Units earned for performance between the Threshold, Target and Superior Performance Levels will be determined by linear interpolation. No percentage of the Target Units will be earned for performance below the Threshold Performance Level. The number of ROIC Performance Units earned hereunder shall be rounded to the nearest whole number.