ALB 8-K
Albemarle Corp (ALB)
8-K
2026-09-03
For: 2026-09-02
View Original
Added on
September 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(980 ) 299-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Executive Leadership Changes
On September 2, 2026, the Board of Directors of the Company (the “Board”) of Albemarle Corporation (the “Company”) approved a leadership succession
plan for the Company by appointing Ragnar Udd to succeed J. Kent Masters, Jr. as the Company’s President and Chief Executive Officer, effective as of February 1, 2027 or a mutually agreed earlier date (the “CEO Employment Commencement Date”).
Effective as of the CEO Employment Commencement Date, Mr. Masters will transition to the role of Executive Chair of the Board.
Mr. Udd Bio
Mr. Udd, age 54, has over 25 years of experience in leading global resources businesses in geographies closely mirroring Albemarle’s global footprint, including
Australia, Asia and North and South America. He is currently serving as Chief Commercial Officer of BHP and as a member of its executive leadership team, where he has global responsibility for sales and marketing, procurement, maritime activities
and commodities market strategy. Prior to his appointment as the Chief Commercial Officer of BHP in March 2024, Mr. Udd held senior leadership roles across commercial, operational, technology, logistics and infrastructure functions, including
President Americas, where he led BHP’s copper and potash businesses from November 2020 until March 2024. He also served as interim Chief Technology Officer, BHP Mitsubishi Asset President and Vice President Logistics and Infrastructure for Western
Australia Iron Ore.
Executive Employment Agreement with Mr. Udd
On September 2, 2026, the Company and Mr. Udd entered into an Executive Employment
Agreement (the “Executive Employment Agreement”). The Executive Employment Agreement provides that,
effective as of the CEO Employment Commencement Date, Mr. Udd will receive a base salary of $1,300,000 per year and will be eligible to receive an annual target bonus under the Company’s annual incentive plan equal to 135% of his annual base
salary, with a maximum bonus under the annual incentive plan equal to 200% of his target bonus.
The Executive Employment Agreement provides that, in recognition of the annual bonus for fiscal year 2027 that Mr. Udd will forfeit from his prior
employer in connection with commencing employment with the Company, Mr. Udd will receive a cash sign-on bonus of $1,400,000, which will vest and become payable as to 50% on the CEO Employment Commencement Date and as to 50% on July 1, 2027, subject
to his continued employment or service with the Company or, if earlier and subject to the execution and non-revocation of a release of claims in favor of the Company, a termination of employment by the Company without cause, by Mr. Udd for good
reason, or as a result of Mr. Udd’s death or disability. The Executive Employment Agreement provides that, in recognition of the unvested equity awards in respect of his prior employer that he will be forfeiting in connection with commencing
employment with the Company, Mr. Udd will be granted a number of RSUs and PSUs under the Albemarle Corporation 2026 Incentive Plan the (“2026 Plan”) with an aggregate grant date target value of $11,000,000, which is intended to compensate Mr. Udd
for the substantial equity awards he is forfeiting in connection with his acceptance of the Company’s offer of employment (the “Make-Whole Equity Awards”). The Make-Whole Equity Awards will consist of (i) a number of RSUs with a grant date target
value of $4,400,000, which will vest ratably over two years, subject to Mr. Udd’s continued employment as of the applicable vesting date (the “Make-Whole RSUs”); (ii) a number of PSUs with a grant date target value of $2,970,000 in respect of the
2025-27 Company performance cycle, subject to Mr. Udd’s continued employment as of the applicable
vesting date; and (iii) a number of PSUs with a grant date target value of $3,630,000 in respect of the 2026-28 Company performance cycle, subject to
Mr. Udd’s continued employment as of the applicable vesting date (the PSUs, collectively, the “Make-Whole PSUs”). In the event that the Company terminates Mr. Udd’s employment without cause, Mr. Udd terminates his employment for good reason, or Mr.
Udd’s employment terminates as a result of his death or disability, then, subject to the execution and non-revocation of a release of claims in favor of the Company, any then-unvested Make-Whole RSUs will vest in full, and any then-unvested
Make-Whole PSUs will remain outstanding and vest at the actual level of performance at the end of the applicable performance period.
The Executive Employment Agreement further provides that, for the 2027 annual award cycle of the Company, Mr. Udd will be granted annual equity
awards under the 2026 Plan with an aggregate grant date value of $7,500,000 (the “2027 LTI Awards”). The form and design of the 2027 LTI Awards (including any applicable performance-based vesting conditions) will be determined in the sole
discretion of the Board, and the applicable performance standards and proportion of performance-based awards will be consistent with that of the other members of the Company’s Executive Leadership Team. The Executive Employment Agreement also
provides that Mr. Udd will be granted annual equity awards in each annual cycle in which he is employed by the Company for annual cycles commencing after the 2027 annual award cycle with an aggregate grant date target value, form and design
determined by the Board as part of its overall compensation process for the Company’s Executive Leadership Team.
The Executive Employment Agreement further provides that, effective as of Mr. Udd’s start date, he will participate in the Albemarle Corporation
Executive Officer Severance Plan (the “ESP”) generally in accordance with the terms of the ESP. Notwithstanding the foregoing, the Executive Employment Agreement provides that (i) Mr. Udd will generally be eligible to receive severance in
accordance with the terms of the ESP upon a termination of employment by Mr. Udd for good reason other than in connection with a change in control, (ii) the severance multiple applicable to Mr. Udd for a qualifying termination of employment other
than in connection with a change in control will be “2.0”, (iii) the severance multiple applicable to Mr. Udd for a qualifying termination in connection with a change in control will be “3.0”, and (iv) Mr. Udd will be subject to certain
non-competition, non‑solicitation and other post-employment restrictive covenants for a period of two years following his termination of employment. The Executive Employment Agreement further provides that if Mr. Udd’s employment is terminated
by the Company without cause or Mr. Udd resigns for good reason, in either case, within three months prior to the occurrence of a change in control, each-then outstanding equity award will be treated as if Mr. Udd remained employed by the Company
through the date of such change in control and was terminated from employment on the date of such change in control. The ESP is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2025, and the material
terms of the ESP are summarized in the Company’s Proxy Statement for the year ended December 31, 2025, and incorporated by reference herein.
The foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Executive Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
No arrangement or understanding exists between Mr. Udd and any other person pursuant to which Mr. Udd was selected to serve as President and Chief
Executive Officer of the Company. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Udd reportable under Item 404(a) of Regulation S-K. Mr. Udd has no family relationships with any of the Company’s
directors or executive officers.
Letter Agreement with Mr. Masters
The Company entered into a letter agreement dated September 2, 2026 with Mr. Masters to outline the terms
of his service as Executive Chair effective as of the CEO Employment Commencement Date (the “Letter Agreement”). The Letter Agreement provides that Mr. Masters will serve as the Executive Chair from the CEO Employment Commencement Date through
the date of the Company’s 2027 annual meeting of shareholders and thereafter subject to the Board’s annual director nomination process. Under the Letter Agreement, the “Term of Employment” within the meaning of the Amended and Restated Executive
Employment Agreement, dated as of July 30, 2025, by and between the Company and Mr. Masters (the “Masters Executive Employment Agreement”), will be extended until such date. Mr. Masters’s compensation will remain unchanged prior to the CEO
Employment Commencement Date and, following such date, it will continue in accordance with the terms of the Masters Executive Employment Agreement. Notwithstanding the foregoing, the Letter Agreement provides that, consistent with the Masters
Executive Employment Agreement, Mr. Masters will only be eligible to receive a prorated AIP bonus for 2027 for the portion of the performance period elapsed prior to March 31, 2027.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Letter Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.
| Item 7.01. |
Regulation FD Disclosure.
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On September 3, 2026, the Company issued a press release announcing the executive leadership changes. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) The following exhibits are furnished with this Current Report on Form 8-K.
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Exhibit
No.
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Description
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Albemarle Corporation Press Release, dated September 3, 2026
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Executive Employment Agreement, dated as of September 2, 2026, by and between the Company and Ragnar Udd
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Letter Agreement, dated as of September 2, 2026, by and between the Company and J. Kent Masters, Jr.
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ALBEMARLE CORPORATION
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Date: September 3, 2026
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By:
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/s/ Ander C. Krupa
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Ander C. Krupa
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General Counsel and Corporate Secretary
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Exhibit 99.1
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Albemarle Announces CEO Succession Plan
Ragnar Udd Appointed President and CEO, Effective February 1, 2027
Kent Masters to Serve as Executive Chairman
CHARLOTTE, N.C., September 3, 2026 – Albemarle
Corporation (NYSE: ALB), a global leader in providing essential elements for mobility, energy, connectivity and health, today announced that Ragnar “Rag” Udd
has been appointed President and Chief Executive Officer, effective February 1, 2027. Udd will also join the Albemarle Board of Directors. Kent Masters, Chairman and CEO, will transition to the role of Executive Chairman of the Board upon Udd
joining the Company. Gerald Steiner will continue to serve as Albemarle’s Lead Independent Director.
A Proven Leader to Drive Albemarle’s Next Chapter
Udd has over 25 years of experience in leading global resources businesses in geographies closely mirroring Albemarle’s global footprint, including Australia, Asia and
North and South America. He is currently serving as Chief Commercial Officer of BHP and as a member of its executive leadership team, where he has global responsibility for sales and marketing, procurement, maritime activities and commodities
market strategy. Prior to that, Udd held senior leadership roles across commercial, operational, technology, logistics and infrastructure functions, including President Americas, where he led BHP’s copper and potash businesses. He also served as
interim Chief Technology Officer, BHP Mitsubishi Asset President and Vice President Logistics and Infrastructure for Western Australia Iron Ore.
“Rag’s appointment as our next CEO follows a comprehensive succession planning process conducted by the Board,” said Steiner. “Rag brings extensive commercial and
operational expertise in natural resources and has successfully led global commercial strategy and advanced disciplined growth across complex businesses. We are confident he is the right leader to capitalize on our industry-leading portfolio and
operational capabilities to unlock long-term value for shareholders.”
“I am honored to be named Albemarle’s next CEO,” said Udd. “Albemarle has world-class natural resources, deep technical expertise and strong customer partnerships. I am
excited to work with Kent, the leadership team and the Board to build on the Company’s strong foundation in both its Energy Storage and Specialties business segments.”
A Well-Defined Transition Plan to Ensure Leadership Continuity
Masters will transition to the role of Executive Chairman of the Board upon Udd joining Albemarle. In this role, Masters will lead the Board’s governance, provide input
and perspective on strategic planning, and ensure a seamless handoff of leadership responsibilities.
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“Kent has been instrumental in building Albemarle into the industry leader it is today,” Steiner continued. “He has played a key role in the development of Albemarle’s strategy and driven disciplined execution across cycles. Importantly, Kent’s steadfast commitment to our core values has strengthened Albemarle’s profile as a values-led, purpose-driven organization. We look forward to his continued contributions as he steps into the Executive Chairman role.”
“It has been a privilege to serve as CEO and work alongside Albemarle’s incredible team every day,” said Masters. “I am proud of what we have achieved together, and I am
confident now is the right time to transition the leadership to Rag, who is well positioned to lead Albemarle’s future. I look forward to working closely with him to ensure a seamless transition.”
Masters will serve as Executive Chairman through the date of the Company’s 2027 annual meeting of shareholders and thereafter his role will be reviewed as part of the
Board’s annual director nomination process.
About Albemarle
Albemarle Corporation (NYSE: ALB) is a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity and health. We partner to pioneer new ways to move, power, connect and protect with people and planet in mind. A reliable and high-quality global supply of lithium and bromine allows us to deliver advanced solutions for our customers. Learn more about how the people of Albemarle are enabling a more resilient world at Albemarle.com.
Albemarle Corporation (NYSE: ALB) is a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity and health. We partner to pioneer new ways to move, power, connect and protect with people and planet in mind. A reliable and high-quality global supply of lithium and bromine allows us to deliver advanced solutions for our customers. Learn more about how the people of Albemarle are enabling a more resilient world at Albemarle.com.
Albemarle regularly posts information to Albemarle.com, including notification of events, news,
financial performance, investor presentations and webcasts, non-GAAP reconciliations, U.S. Securities and Exchange Commission filings and other information regarding the company, its businesses and the markets it serves.
Forward-Looking Statements
This press release contains statements concerning our expectations, anticipations and beliefs regarding the future, which constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties, often
contain words such as "anticipate," "believe," "expect," "may," "should," "would," and "will" and similar references to future periods. Forward-looking statements may include statements regarding expectations relating to Company strategy,
operations, or performance; plans and expectations related to board composition and contributions; other underlying assumptions and outlook considerations, and all other information relating to matters that are not historical facts. These and other
forward-looking statements are based on management's current assumptions and expectations and involve risks and uncertainties that could significantly affect expected results. Actual results could differ materially from those expressed or implied
in the forward-looking statements if one or more of the underlying estimates, assumptions or expectations prove to be inaccurate or are unrealized. Factors that could cause Albemarle's actual results to differ materially from the outlook expressed
or implied in any forward-looking statement include: breaches of contract; changes in economic and business conditions; changes in availability to serve as the CEO; trade policies and tariffs; technological change and development; changes in laws
and
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government regulation; regulatory actions, proceedings, cyber-security breaches, and the other factors detailed from time to time in the reports Albemarle files with the
SEC, including those described under "Risk Factors" in Albemarle's most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q, which are filed with the SEC and available on the investor section of Albemarle's
website (investors.albemarle.com) and on the SEC's website at www.sec.gov. These forward-looking statements speak only as of the date of this press release. Albemarle assumes no
obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.
Investor Relations Contact: +1 (980) 308-6194, [email protected]
Media Contact: +1 (980) 308-6310, [email protected]
Media Contact: +1 (980) 308-6310, [email protected]
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Exhibit
10.1
Execution Version
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made on September 2, 2026 by and between Albemarle Corporation, a Virginia corporation (the “Company”),
and Ragnar Udd (the “Executive” and, together with the Company, the “Parties”).
WHEREAS, the Parties intend
that Executive shall commence employment as the President and Chief Executive Officer of the Company effective as of the Employment Commencement Date (as defined in Section 1(a) below),
subject to the terms and provisions of this Agreement; and
WHEREAS, the Company desires
to employ Executive and Executive desires to be employed by the Company on the terms and conditions contained herein.
NOW, THEREFORE, in
consideration for the promises of the Parties set forth below and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby as follows:
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Term. The Company shall employ Executive and
Executive shall be employed by the Company pursuant to this Agreement commencing as of the Employment Commencement Date and continuing until such employment is terminated in accordance with the provisions hereof (the “Term of Employment”). For purposes of this Agreement, the “Employment Commencement Date” means the date mutually
determined in good faith by Executive and the Board of Directors of the Company (the “Board”), which such date shall occur on or prior to February 1, 2027.
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Position and Duties. During the Term of Employment,
Executive shall serve as the President and Chief Executive Officer of the Company (collectively, the “CEO”) and shall have such powers and duties as may from time to time be
prescribed by the Board; provided, that such duties are consistent with Executive’s position as CEO or other positions that Executive may reasonably hold from time to time
pursuant to this Agreement. Executive shall devote Executive’s full working time and efforts to the business and affairs of the Company. In addition to Executive’s performance of the duties and responsibilities of the position, and
without further compensation due or owing to Executive, Executive shall serve as a member of the Board, as well as a board member, director, and/or officer of the any the Company’s divisions, affiliates, or subsidiaries if so elected or
appointed. Executive agrees to accept appointment to the Board, and such other appointment or election, and to serve during all or any part of the Term of Employment as a member of the Board, other board member, director, and/or officer
(as applicable) without any additional compensation therefor. Notwithstanding the foregoing, Executive may serve on other for-profit boards of directors, with the prior approval of the Board (not to be unreasonably withheld), or engage in
religious, charitable or other community activities as long as such services and activities do not materially interfere with Executive’s performance of Executive’s duties or obligations to the Company (whether under this Agreement,
applicable law or otherwise).
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Principal Place of Employment. Executive shall be
employed at the Company’s principal offices in Charlotte, North Carolina, except for required travel on the Company’s business to an extent substantially consistent with the present business travel obligations of Executive’s position.
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| 4. |
Compensation and Related Matters.
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| (a) |
Salary. During the Term of Employment, the Company shall
pay to Executive a salary at a rate of one million and three hundred thousand dollars ($1,300,000.00) per annum (the “Base Salary”). Executive’s Base Salary shall be payable in
substantially equal installments in accordance with the Company’s normal payroll practices applicable to senior executives. Executive’s Base Salary shall be reviewed no less frequently than annually by the Board (or an authorized
committee thereof) for possible increase (but not decrease).
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Annual Incentive Program. During the Term of Employment,
Executive shall be eligible for a target bonus under the Company’s Annual Incentive Plan (“AIP”) equal to 135% of Executive’s Base Salary (with a maximum bonus under the AIP
equal to 200% of Executive’s target bonus). The amount of the bonus shall be based on the achievement of Company-wide economic performance metrics determined in by the Board (or an authorized committee thereof) in consultation with
Executive that are established no later than ninety (90) days after the beginning of the annual performance period. If applicable performance exceeds threshold but is less than target for an applicable year, the AIP payment for such year
will be less than the target bonus. If applicable performance exceeds target for an applicable year, the AIP payment for such year will be greater than the target bonus. It is understood that the Company determines eligibility for awards
and the terms of awards on an annual basis, and that information about awards shall be communicated to Executive in accordance with Company practice and this Section 4(b). AIP bonuses for each year shall be paid no later than March 15th
of the following fiscal year.
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FY27 Long-Term Incentive Awards. Executive shall be granted
awards under the Albemarle Long Term Incentive Plan (“LTIP”) for 2027 (each a “2027 LTI Award,” and collectively, the
“2027 LTI Awards”) with an aggregate grant date target value of $7,500,000. The form and design of the grant agreements for the 2027 LTI Awards (including any applicable
performance-based vesting conditions) shall be determined in the sole discretion of the Board (or an authorized committee thereof), but are expected to consist of a combination of Performance Share Units (“PSUs”) and restricted stock units (“RSUs”), and the applicable performance standards and proportion of performance-based awards granted to Executive
shall be the same as that of the other members of the Company’s Executive Leadership Team, unless different treatment is consented to by Executive. The 2027 LTI Awards shall be granted under the Albemarle Corporation 2026 Incentive Plan
(the “2026 Plan”), and the standard provisions governing all 2027 LTI Awards made by the Company shall apply to Executive’s 2027 LTI Awards, including but not limited to,
provisions on payment of RSUs and earning and payment of PSUs.
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Post-2027 Long-Term Incentive Awards. Executive shall be
granted awards under the LTIP for years after 2027 (each a “Post-2027 LTI Award,” and collectively, the “Post-2027 LTI Awards”)
with an aggregate grant date target value determined by the Board (or a committee thereof) as part of its overall compensation process for the Company’s Executive Leadership Team. The form and design of the grant agreements for the
Post-2027 LTI Awards (including any applicable performance-based vesting conditions) shall be determined in the discretion of the Board (or an authorized committee thereof) as part of its overall compensation process for the Company’s
Executive Leadership Team, but are expected to consist of a combination of Performance Share Units (“PSUs”) and restricted stock units (“RSUs”), and the applicable performance standards and proportion of performance-based awards granted to Executive shall be the same as that of the members of the other members Company’s Executive Leadership Team,
unless different treatment is consented to by Executive. The Post-2027 LTI Awards shall be granted under the 2026 Plan or a successor plan, and the standard provisions governing all Post-2027 LTI Awards made by the Company shall apply to
Executive’s Post-2027 LTI Awards, including but not limited to, provisions on payment of RSUs and earning and payment of PSUs.
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| (e) |
Make-Whole Cash Bonus. Effective as of the Employment
Commencement Date, because of Executive’s forfeiture of his annual bonus from his prior employer for fiscal year 2027 (which forfeiture is acknowledged by both Executive and the Company), Executive shall be entitled (subject to the terms
of this Section 4(e)) to receive a cash bonus of $1,400,000 in respect of Executive’s foregone annual cash bonus from his prior employer (the “Make-Whole Cash Bonus”). The Make-Whole Cash Bonus shall vest and become payable as to 50% on the Employment Commencement Date and as to 50% on July 1, 2027, subject to continued employment or an earlier
termination of employment that either (i) would give rise to severance under the terms of the Albemarle Corporation Executive Severance Plan (the “ESP”), as amended by Section 6(b) hereof, but subject to Section 21 of the ESP, or (ii) as a result of Executive’s death or Total Disability (as defined in the ESP) (such termination of employment,
described in the foregoing clauses (i) and (ii), a “Qualifying Termination”). To the extent vested, the relevant portion of the Make-Whole Cash Bonus shall be paid to Executive
no later than ten (10) days following the applicable vesting date.
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| (f) |
Make-Whole Equity Awards. Effective as of the Employment
Commencement Date, the Board (or a committee thereof) shall grant Executive a number of RSUs and PSUs with a grant date target value of $11,000,000 in respect of those certain equity and equity-based awards granted by Executive’s prior
employer and forfeited in connection with the Employment Commencement Date (which forfeiture is acknowledged by both Executive and the Company) (the “Make-Whole Equity Awards”)
as follows: (i) a number of RSUs with a grant date target value of $4,400,000, which shall vest ratably on an annual basis over two years following the Employment Commencement Date (with such vesting occurring on the anniversary of the
Employment Commencement Date), subject to continued employment as of the applicable vesting date, or vesting in full on an earlier
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Qualifying Termination (subject to Section 21 of the ESP); (ii) a number of PSUs with a grant date target value of $2,970,000 in respect of the 2025-27 Company performance-based LTIP cycle,
subject to continued employment as of the applicable vesting date, or, in the event of an earlier Qualifying Termination (subject to Section 21 of the ESP), shall remain outstanding and vest at the actual level of performance on at the
end of the applicable performance period; and (iii) a number of PSUs with a grant date target value of $3,630,000 in respect of the 2026-28 Company performance-based LTIP cycle, subject to continued employment as of the applicable vesting
date or, in the event of an earlier Qualifying Termination (subject to Section 21 of the ESP), shall remain outstanding and vest at the actual level of performance on at the end of the applicable performance period. The Make-Whole Equity
Awards shall be granted under the 2026 Plan, and, subject to the foregoing sentence, the standard provisions governing all LTI award grants made by the Company for the relevant year/performance cycle shall apply to Make-Whole Equity
Awards, including but not limited to, provisions on payment of RSUs and earning and payment of PSUs.
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| (g) |
Benefits. Executive shall be eligible for the comprehensive
benefits package typically made available to similarly situated employees of the Company. An overview of the package shall be provided to Executive separately, and notwithstanding anything in the overview materials, the terms of the plan
documents shall control. The Company’s benefit plans and policies that shall be available shall include, but not be limited to, the following:
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| (i) |
The Albemarle Savings Plan (“401(k) Plan”), which currently allows eligible employees to defer part of their salaries, provides a
matching contribution and provides an additional employer contribution based on participants’ pay. Notwithstanding anything in this Agreement or any overview materials provided on the 401(k) Plan, the terms of the 401(k) Plan document
shall control;
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| (ii) |
The Albemarle Executive Deferred Compensation Plan (“EDCP”), which allows participants to defer up to 50% of base salary and up to 100%
of their AIP payments (net of FICA and Medicare taxes) each year. Deferrals are credited to one or more accounts which may be distributed either at retirement or at a specified future date (which may be while the participant is still
employed), based on participants’ elections. Notwithstanding anything in this Agreement or any overview materials provided on the EDCP, the terms of the EDCP document shall control;
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| (iii) |
Albemarle’s executive physical program;
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Albemarle’s executive financial planning program; and
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Albemarle’s Health and Welfare Program.
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| (h) |
Relocation Benefits. The Company shall provide Executive
with relocation assistance (i) in respect of Executive’s relocation to the greater Charlotte, NC area prior to or within twelve (12) months after the Employment Commencement Date, and (ii) in respect of Executive’s relocation from the
greater Charlotte, NC area within twelve (12) months after a Qualifying Termination (subject to Section 21 of the ESP). The relocation assistance shall include tax advisory services, physical moving and logistics, temporary housing,
concierge services for home buying or leasing, and visa assistance for Executive and Executive’s dependents; provided, that the aggregate cost to the Company of providing such
benefits shall not exceed $440,000 (determined after any applicable tax withholding), with $220,000 applying to each of the foregoing clause (i) and clause (ii). The Company shall also provide Executive with two business class tickets
twice each year during the Term of Employment for return travel for family reunification.
|
| (i) |
Paid Time Off. During the Term of Employment, Executive
shall be entitled to five (5) weeks of paid time off in each calendar year, determined in accordance with the Company’s Corporate Vacation Policy.
|
| (j) |
Expenses. During the Term of Employment, Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in performing services hereunder; provided, that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the Company and consistent with those policies and procedures in effect as of the date hereof.
|
| 5. |
Confidential Information and Intellectual Property.
|
| (a) |
This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary
information.
|
| (b) |
For purposes of this Agreement, “Confidential Information” means any and all information regarding the Company and any of its
subsidiaries, divisions and affiliates that is not generally known to the public and which the Company deems proprietary or confidential, including any information received from or concerning, directly or indirectly, the Company and its
customers, vendors, suppliers or distributors, regardless of the form in which such information is maintained, whether in hard-copy or electronic form, and regardless of whether such information constitutes an original or a copy.
Confidential Information shall include, without limitation: trade secrets, ideas, inventions, trademarks, business information, know-how, processes, techniques, improvements, designs, redesigns, creations, discoveries, research, technical
plans, drawings, technical data, technologies or information, formulae and developments; information concerning customers, suppliers, vendors and distributors, including any lists thereof; pricing information, strategies, schemes and lists;
market and technical research; financial, purchasing, and business planning information; methods of distribution or supply chain information; financial, business and sales projections, forecasts or plans;
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5
|
information concerning mergers, purchases, sales, acquisitions or other corporate transactions involving the Company or any of its affiliates or proposed affiliates, and proposed targets for
merger, purchase, acquisition or other corporate transaction; marketing and promotional information, ideas and strategies; marketing surveys and analyses; budgets; invoices; tax matters or other taxation- related information; actual and
projected revenues, profits or losses; information relating to the Company’s personnel or any other personnel data or information; the content, terms or structure of the Company’s contracts and agreements, including contracts and
agreements with customers, suppliers or vendors, including drafts thereof or term sheets; information relating to the Company’s products and services; and any and all other information relating to the Company and its products, services,
performance or plans that Executive acquired as a result of his employment or other association (as a Board member or otherwise) with the Company and that is not generally known or available to the public or within the Company’s industry;
provided, however, Confidential Information shall not include information relating to the Company or its subsidiaries, affiliates or divisions that (1) became or becomes a matter of public knowledge through sources independent of
Executive and not as a result of a violation of this Agreement by Executive, or (2) is required or specifically permitted to be disclosed by law or governmental order, regulation or investigation, provided that the disclosure does not
exceed the extent of disclosure required by such law, order, regulation or investigation. It is understood that notwithstanding anything in this Agreement or any code of conduct or ethics or other policy of the Company to the contrary,
nothing herein or therein shall restrict Executive from (i) communicating with, or reporting matters to, any law enforcement or government agency, such as the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunities Commission, or any other state or local commission on human rights, or any self-regulatory organization, about violations of law, or otherwise initiating, testifying,
assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by such government agency; (ii) filing or disclosing facts necessary to receive unemployment insurance, Medicaid or other public
benefits; or (iii) disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment or sexual assault.
|
| (c) |
The provisions of this Section 5 shall not preclude Executive from disclosing such information to Executive’s professional tax advisor
or legal counsel solely to the extent necessary for the rendering of their professional services to Executive if such individuals agree to keep such information confidential, and/or if reasonably appropriate in connection with a legal
dispute between Executive and the Company. Executive may also disclose Confidential Information in the ordinary course of his employment with the Company and its subsidiaries, divisions and affiliates.
|
| (d) |
This Agreement is not intended to limit or restrict, and shall not be interpreted in any manner that limits or restricts, Executive from exercising any legally protected whistleblower rights
(including pursuant to Section 21F of the Securities Exchange Act of 1934 (“Section 21F”)) or receiving an award for information provided to any government agency under any legally
protected whistleblower rights.
|
6
|
Notwithstanding anything in this Agreement to the contrary, nothing in or about this Agreement prohibits Executive from: (i) filing and, as provided for under Section 21F, maintaining the
confidentiality of a claim with the SEC; (ii) providing Confidential Information to the SEC, or providing the SEC with information that would otherwise violate this Section 5,
to the extent permitted by Section 21F; (iii) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F.
|
| (e) |
Notwithstanding any of the foregoing, it is understood that the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an
individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information
in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
|
| (f) |
Executive agrees that, following his separation from the Company for any reason and under any circumstance whatsoever, he shall not communicate directly or indirectly with, or give statements to,
any member of the media (including print, television, radio or social media) relating to any matter (including pending or threatened lawsuits or administrative investigations) about which Executive has knowledge or information (other than
knowledge or information that is not Confidential Information) as a result of employment with the Company. Executive further agrees to notify the Board or its designee as soon as practicable after being contacted by any member of the media
with respect to any matter covered under this Section 5(f).
|
| (g) |
Executive agrees that all information, inventions and discoveries, whether or not patented or patentable, protected by a copyright or copyrightable, or registered as a trademark or eligible to be
registered as a trademark, made or conceived by Executive or any Company employee or contractor, either alone or with others, at any time while employed by the Company, which arise out of such employment and is pertinent to any field of
business or research in which, during such employment, the Company, its subsidiaries, affiliates or divisions is engaged or (if such is known to or ascertainable by Executive) is considering engaging (“Intellectual Property”) shall (i) be and remain the sole property of the Company and Executive shall not seek a patent or copyright or trademark protection with respect to such Intellectual Property without the
prior consent of an authorized representative of the Company and (ii) be disclosed promptly to an authorized representative of the Company along with all information Executive possesses with
|
7
|
regard to possible applications and uses. Further, at the request of the Company, and without expense or additional compensation to Executive, Executive agrees to, during and after his or her
employment, execute such documents and perform such other acts as the Company deems reasonably necessary to obtain, perfect, maintain, protect and enforce patents on such Intellectual Property in a jurisdiction or jurisdictions designated
by the Company, and to assign and transfer to the Company or its designee all such Intellectual Property rights and all patent applications and patents relating thereto. Executive hereby irrevocably grants the Company power of attorney
to execute and deliver any such documents on Executive’s behalf in his or her name and to do all other lawfully permitted acts to transfer the work product to the Company and further the transfer, issuance, prosecution, and maintenance of
all Intellectual Property rights therein, to the full extent permitted by law, if Executive does not promptly cooperate with the Company’s reasonable request (without limiting the rights the Company shall have in such circumstances by
operation of law). The power of attorney is coupled with an interest and shall not be affected by Executive’s subsequent incapacity.
|
| (h) |
Executive represents and warrants that, as of the Effective Date and again as of the Employment Commencement Date, there is no Intellectual Property that: (i) has been created by or on behalf of
Executive, and/or (ii) is owned exclusively by Executive or jointly by Executive with others or in which Executive has an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or
research and development, and which are not assigned to the Company under this Agreement.
|
| (i) |
Executive and the Company agree that Executive intends all original works of authorship within the purview of the copyright laws of the United States authored or created by Executive in the course
of Executive’s employment with the Company shall be works for hire within the meaning of such copyright law.
|
| (j) |
Upon termination of Executive’s employment, or at any time upon request of the Company, Executive shall (i) promptly return to the Company all Confidential Information and Intellectual Property and
all copies thereof (including without limitation books, handbooks, proposals, procedures, protocols, manuals, files, papers, memoranda, letters, facsimiles, photographs/images, audio recordings/files, electronically stored information) in
any form whatsoever, and regardless of the format, medium or location in which such information has been stored, viewed or accessed (including without limitation any Company-maintained electronic system(s), personal computer or computer
system(s), personal email account(s), and any external disk(s), flash drive(s), cloud storage services, or any other location, format or medium in which information can be stored, maintained or accessed), and (ii) delete or destroy all
copies of any such documents and materials not returned to the Company that remain in Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in Executive’s possession or
control.
|
8
| (k) |
Executive acknowledges and agrees that the injury the Company shall suffer in the event of the breach by Executive of any of the provisions of this Section
5 shall cause the Company irreparable injury that cannot be adequately ascertained or compensated by monetary damages alone. Therefore, Executive agrees that the Company, without limiting any other legal or equitable
remedies available to it, shall be entitled to obtain equitable relief by injunction or otherwise, without the posting of any bond, from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent
Executive’s failure to comply with the terms and conditions of this Section 5.
|
| 6. |
Executive Severance Plan; Termination of Employment.
|
| (a) |
The Term of Employment and Executive’s employment with the Company may be terminated by the Company or Executive for any reason. To the extent applicable, Executive shall be deemed to have
resigned from all board member, director, and/or officer positions that Executive holds with the Company or any or its divisions, affiliates or subsidiaries upon the termination of Executive’s employment for any reason and by whichever
Party. Executive shall execute any documents in reasonable form as may be reasonably requested by the Company to confirm or effectuate any such resignations.
|
| (b) |
Effective as of the Employment Commencement Date, Executive shall be a “Participant” in the ESP in accordance with its terms (and this Agreement shall be deemed a Participation Agreement (as
defined in the ESP) for purposes of the ESP); provided, that, notwithstanding the terms of the ESP; (i) for purposes of Section 2(a)(iv) of the ESP, the reference to “1.5” shall
be replaced with a reference to “two (2);” (ii) for purposes of Section 3(a)(vii) of the ESP, the “Severance Multiple” shall be three (3); (iii) for purposes of Section 2 of the ESP, Executive shall be eligible to receive the benefits under
Section 2 of the ESP in the event that Executive terminates employment due to a resignation for “Good Reason”; provided, that “Good Reason” shall be defined as a “Change in
Control Good Reason for Resignation” (as defined in the ESP) except that (A) each instance of “prior to a Change in Control” or any phrase of similar import in such definition shall be replaced with “prior to the date on which such action
or inaction giving rise to a Change in Control Good Reason for Resignation arose,” and (B) clause (v) shall not apply for purposes of Section 2 of the ESP and shall be replaced with “a material breach by the Company of the Executive
Employment Agreement, dated as of September 2, 2026, by and between the Company and the Participant”); (iv) from and after a Change in Control (as defined in the ESP), a new clause (vii) shall be added to the definition of “Change in
Control Good Reason for Resignation” which shall read as follows “(vii) a material breach by the Company or the Successor of the Executive Employment Agreement, dated as of September 2, 2026, by and between the Company and the Participant”;
and (v) if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (as described in clause (iii) above), in each case within three (3) months prior to the occurrence of a Change in Control (as
defined in the ESP), then for all purposes under the ESP and in respect of any 2027 LTI Award, Post-2027
|
9
|
LTI Award, or Make-Whole Equity Award, Executive shall be treated as if he remained employed by the Company through the date of such Change in Control and was terminated on the date of such
Change in Control. Executive acknowledges that in accordance with the ESP, Executive will receive financial benefits Executive would not otherwise be entitled to without Executive’s agreement to be bound by certain post-employment
restrictive covenants set forth in Sections 5 and 8 herein.
|
| 7. |
Cooperation. Executive and the Company agree that
certain matters in which Executive shall be involved during the Term of Employment may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent
reasonably requested by the Board, Executive shall reasonably cooperate with the Company in connection with litigation or governmental investigation matters arising out of Executive’s service to the Company; provided, that, (a) such cooperation shall be subject to Executive’s personal and business commitments, (b) Executive shall not be required
to cooperate against Executive’s own interests, and (c) the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable expenses incurred in
connection with such cooperation (including reasonable legal fees incurred by Executive’s counsel if Executive in good faith believes independent counsel to be appropriate) and, to the extent that Executive is required to spend more than
a de minimis amount of time on such matters, the Company shall compensate Executive at an hourly rate mutually agreed between the Company and Executive that shall
be no less than Executive’s Base Salary expressed as an hourly rate and no more than the sum of Executive’s Base Salary and target AIP expressed as an hourly rate as in effect immediately prior to the date of Executive’s termination of
employment.
|
| 8. |
Restrictive Covenants.
|
| (a) |
Executive Acknowledgement. The Company and Executive
acknowledge that (i) the Company has a special interest in and derives significant benefit from the unique skills and experience of Executive; (ii) as a result of Executive’s service with the Company, Executive shall use and have access
to Confidential Information during the course of Executive’s employment; (iii) the Confidential Information has been developed and created by the Company at substantial expense and constitutes valuable proprietary assets of the Company,
and the Company shall suffer substantial damage and irreparable harm which shall be difficult to compute if, during the term of Executive’s employment or thereafter, Executive should disclose or improperly use such Confidential
Information in violation of the provisions of this Agreement; (iv) the Company shall suffer substantial damage and irreparable harm which shall be difficult to compute if Executive competes with the Company in violation of this Agreement;
(v) the Company shall suffer substantial damage which shall be difficult to compute if Executive solicits or interferes with the Company’s employees, clients, or customers in violation of this Agreement; (vi) the provisions of this
Agreement are reasonable and necessary for the protection of the business of the Company; (vii) the provisions of this Agreement shall not preclude Executive from obtaining other gainful employment or service;
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10
|
and (viii) in accordance with the ESP, if and as applicable, Executive will receive financial benefits Executive would not otherwise be entitled to without Executive’s agreement to be bound by
certain post-employment restrictive covenants set forth in Sections 5 and 8 herein.
|
| (b) |
No Solicitation of Employees. Executives agrees that, both
during the Term of Employment and for a period of two (2) years following the termination of Executive’s employment with the Company for any reason, Executive shall not, on his own behalf or on behalf of any other person or entity
(regardless of who first initiates the communication), hire or solicit to hire for employment or consulting or other provision of services, any person who is actively employed or engaged by the Company. This obligation includes, but is
not limited to, inducing or attempting to induce, or influencing or attempting to influence, any person employed or engaged by the Company to terminate his or her relationship with the Company, assisting any other person or entity to
identify or evaluate Company employees for recruitment away from the Company, and assisting any person or entity to hire an employee away from the Company. This provision shall not be violated by general advertisements and job postings
not focused specifically on any employee or service provider to the Company, provided, however, that nothing in the
foregoing limits the restriction on Executive from hiring any person who is actively employed or engaged by the Company as set forth in this Section 8(b).
|
| (c) |
No Solicitation of Customers. Executive agrees that, both
during the Term of Employment and for a period of two (2) years following the termination of Executive’s employment with the Company at any time and for any reason, Executive shall not, on his own behalf, or on behalf of any other person
or entity:
|
| (i) |
solicit the business of, or provide services or goods similar to, the services or goods provided by the Company to a Restricted Customer of the Company, in each case, on behalf of a Competing
Business. “Restricted Customer” means any actual customers, licensors, subscribers, or distributors of the Company, or as applicable, its subsidiaries or affiliates, with whom
Executive had contact or supervised another’s contact, had material Confidential Information pertaining to business needs or specific proposals, in each case, within the then immediately preceding twelve (12)-month period ending no later
than the date of Executive’s termination of employment with the Company.
|
| (ii) |
contact any Restricted Customer for the purpose of soliciting such customer to purchase a product or service that is the same as, similar to or in competition with those products and/or services
offered, made, or rendered by the Company; or
|
| (iii) |
induce or attempt to induce any customer, supplier or vendor of the Company to cease or limit the business it does or may plan to do with the Company or to otherwise interfere in the Company’s
business relationship with such customer, supplier or vendor.
|
11
This provision shall not be violated by general advertisements and marketing not focused specifically on any customer, supplier or vendor of the
Company.
| (d) |
Non-Competition. During the Term of Employment and for a period of two (2) years following the termination of Executive’s employment with the Company for any reason, Executive shall not, on his own behalf or on behalf of
others, (whether as an employee, consultant, investor, partner, sole proprietor or otherwise), be employed by, perform any services for, or hold any ownership interest in any Competing Business in the Restricted Territory, in each case,
only to the extent that Executive provided the same or substantially similar services in such roles to the Company. Notwithstanding the foregoing, nothing in this provision shall restrict (i) Executive’s ownership, for investment
purposes, of up to one percent (1%) of the total outstanding equity securities of a publicly traded company or the passive ownership of up to one percent (1%) of the total outstanding equity securities of a non-publicly traded entity; or
(ii) Executive from providing advice or services to a Competing Business if (x) such service relationship is restricted solely to one or more distinct portions of the operations and businesses of such Competing Business, (y) such distinct
portions do not engage in the activities competitive with the Company, and (z) Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such person or entity or
any business segments thereof that engage in activities competitive with the Company. “Competing Business” means any individual, corporation, partnership, business or other entity that operates or attempts to operate a business
that provides, designs, develops, produces, processes, converts, mines, extracts, or sells any of the following: (i) lithium, lithium hydroxide, lithium carbonate, lithium metal, spodumene, or derivatives of such products for the grid
storage, automotive, defense, aerospace, conventional energy, electronics, construction, agriculture, food, pharmaceutical, or medical device industry; and (ii) specialty chemicals for the consumer electronics, petroleum refining,
utilities, packaging, construction, transportation, pharmaceuticals, crop production, food-safety, or custom chemistry services industry. “Restricted Territory” means, due to the global nature of the Company’s business and
Executive’s work, the United States, Australia, Chile, Argentina, Germany, Hungary, China, Japan, South Korea, Jordan, the United Arab Emirates, Saudi Arabia, India, and any other country where Executive worked, oversaw, and/or conducted
business for the Company within the then immediately preceding twelve (12)-month period ending no later than the date of Executive’s termination of employment with the Company.
|
| (e) |
Enforcement.
|
| (i) |
Executive acknowledges that the restrictions contained in this Section 8 are necessary to protect the Company’s confidential and
proprietary information, trade secrets, intellectual property and other legally protectable business information; and further acknowledges and agrees that each and every restriction in this Section
8 is reasonable in all respects, including duration, territory and scope of activity.
|
12
| (ii) |
Executive agrees that the restrictions contained in this Section 8 shall be construed as separate agreements independent of any other
provision of this Agreement or any other agreement between Executive and the Company. To the extent that any restriction of this Section 8 is determined by any court of competent
jurisdiction to be unenforceable, Executive and the Company expressly agree and intend that such restriction be reduced in scope to the extent permitted by law, and that such remaining restriction be enforced, and that the other
restrictions of this Section 8 remain in full force and effect.
|
| (iii) |
Executive agrees that the existence of any claim or cause of action by Executive against the Company, under this Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of the covenants and restrictions in this Section 8.
|
| (iv) |
Executive acknowledges and agrees that the injury the Company shall suffer in the event of the breach by Executive of any of the provisions of this Section
8 shall cause the Company irreparable injury that cannot be adequately ascertained or compensated by monetary damages alone. Therefore, Executive agrees that the Company, without limiting any other legal or equitable
remedies available to it, shall be entitled to obtain equitable relief by injunction or otherwise, without the posting of any bond, from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent
Executive’s failure to comply with the terms and conditions of this Section 8. The periods of time referenced in each of subparagraphs (b), (c) and (d) above shall be tolled as
applicable on a day-for-day basis for each day during which Executive violates the provisions of subparagraphs (b), (c) or (d) in any respect so long as the Company takes actions to prevent or challenge such violation, so that Executive is
restricted from engaging in the activities prohibited by subparagraphs (b), (c) and (d) for the full time period.
|
| (f) |
Other Covenants Superseded. Notwithstanding anything to the
contrary in this Agreement, any outstanding LTI award agreement between Executive and the Company, the ESP or otherwise, to the extent such other plan or agreement contains similar covenants as contained in Sections 5 and 8, including, without limitation, those restrictive covenants set forth in Sections
12 and 13 of the ESP (collectively, “Other Covenants”), all such Other Covenants shall be superseded
and replaced in their entirety by the provisions and covenants contained in Sections 5 and 8 hereof, which are
governed by North Carolina law as set forth in Section 16 below.
|
| 9. |
Equity Awards Following Termination. The effect of a
termination of employment on Executive’s outstanding RSUs, PSUs, stock options or other equity compensation awards shall be determined in accordance with the terms and conditions of the applicable award agreement and the 2026 Plan (or any
applicable successor thereto).
|
13
| 10. |
Successors; Binding Agreement. This Agreement and
all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, provided that the
services provided by Executive under this Agreement are of a personal nature, and rights and obligations of Executive under this Agreement shall not be assignable or delegable. However, if Executive should die while any amounts payable
to Executive under this Agreement have not yet been paid, all such amounts shall be paid in accordance with the terms of this Agreement and applicable law to Executive’s beneficiary pursuant to a valid written designation of beneficiary
pursuant to Section 18 hereof, as determined by the Company in its discretion, or, if there is no effective written designation of beneficiary by Executive, to Executive’s
estate.
|
| 11. |
Insurance and Indemnity. The Company shall, to the
extent permitted by law, include Executive during the Term of Employment under any directors and officers’ liability insurance policy maintained for its directors and officers, with coverage at least as favorable to Executive in amount
and each other material respect as the coverage of other officers covered thereby. In addition, to the extent applicable, Executive shall be entitled to indemnification rights under the Company’s bylaws, to the same extent as any other
director or officer of the Company for which Executive serves as a director or officer. The Company’s obligation to provide insurance and indemnify Executive shall survive expiration or termination of this Agreement or Executive’s
employment with respect to proceedings or threatened proceedings based on acts or omissions of Executive occurring during Executive’s employment with the Company. Such obligations shall be binding upon the Company’s successors and
assigns and shall inure to the benefit of Executive’s heirs and personal representatives.
|
| 12. |
Notice. For the purposes of this Agreement, notices,
demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States registered mail, return receipt
requested, postage prepaid, addressed as follows:
|
| If to Executive: |
To the Executive’s most recent home address on file with the Company
|
With a copy (which shall not constitute notice) to:
Vedder Price, P.C.
222 N. LaSalle Street, Suite 2600
Chicago, Illinois 60601
Attention: William J. Bettman
| If to the Company: |
Albemarle Corporation
|
4250 Congress Street, Suite 900
Charlotte, NC 28209
Attention: General Counsel
14
or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
| 13. |
Complete Agreement; Modification, Waiver. This
Agreement represents the complete agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements, promises or representations of the Parties. Except as provided by Section 19, no provision of this Agreement may be amended or modified except in a document signed by Executive and such person as may be designated by the Company. No waiver by
Executive or the Company of any breach of, or lack of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or the same condition or provision at
another time.
|
| 14. |
Severability. If any provision of this Agreement
shall be held or deemed to be invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity of that provision shall not have the effect of rendering the provision in question unenforceable in any other
jurisdiction or in any other case or of rendering any other provisions herein unenforceable, but the invalid provision shall be substituted with a valid provision which most closely approximates the intent and the economic effect of the
invalid provision and which would be enforceable to the maximum extent permitted in such jurisdiction or in such case.
|
| 15. |
Withholding. The Company shall be entitled to
withhold (or to cause the withholding of) the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by an employer with respect to any amount paid to you hereunder. The Company, in its sole and absolute
discretion, shall make all determinations as to whether it is obligated to withhold any taxes hereunder and the amount thereof.
|
| 16. |
Jurisdiction and Venue. The validity,
interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the state of North Carolina, without regard to conflicts of law principles. Any action or proceeding by either of the Parties
to enforce this Agreement shall be brought only in a state or federal court of competent jurisdiction sitting in the state of North Carolina, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive
the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
|
| 17. |
Attorney’s Fees. Except as otherwise provided
herein, each party shall bear its own attorney’s fees and costs incurred in any action or dispute arising out of this Agreement. Notwithstanding the foregoing, the Company shall pay or reimburse Executive for the reasonable cost of
Executive’s attorney’s fees incurred in the negotiation of this Agreement and related agreements, within thirty (30) days of receipt of documentation reasonably satisfactory to the Company of the incurrence of such attorney’s fees; provided, that such fee reimbursement shall be capped at $50,000.
|
| 18. |
Miscellaneous. No right or interest to, or in, any
payments shall be assignable by Executive; provided, however, that Executive shall not be precluded from designating
in writing one or more beneficiaries to receive any amount that may be payable after
|
15
|
Executive’s death and the legal representative of Executive’s estate shall not be precluded from assigning any right hereunder to the person or persons entitled thereto. This Agreement shall be
binding upon and shall inure to the benefit of Executive, Executive’s heirs and legal representatives and, the Company and its successors.
|
| 19. |
Compliance with Section 409A. The intent of the
Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith or exemption
therefrom. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained
herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A: (i) Executive shall not be considered to have terminated employment with the Company for purposes of any payments under
this Agreement or otherwise which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A; (ii) amounts that would otherwise be
payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company during the six (6) month period immediately following Executive’s separation from service shall
instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death); and (iii) amounts reimbursable to Executive under this Agreement or
otherwise shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during one
year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no
undertaking to preclude Section 409A from applying to any such payment.
|
| 20. |
Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Executive Employment Agreement effective as of the Effective Date.
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ALBEMARLE CORPORATION
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By:
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/s/ Gerald A. Steiner
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Name:
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Gerald A. Steiner |
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Title:
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Lead Independent Director |
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EXECUTIVE
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| /s/ Ragnar Udd |
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Ragnar Udd
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[Signature Page to Executive Employment
Agreement]
Exhibit 10.2
Execution Version
September 2, 2026
J. Kent Masters, Jr.
c/o Albemarle Corporation
| RE: |
Executive Chair Acknowledgment
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Dear Kent:
As you know, the Board of Directors (the “Board”) of Albemarle
Corporation, a Virginia corporation (the “Company”) unanimously approved the appointment of Ragnar Udd as the Successor CEO effective as of the date that the Successor CEO
commences employment with the Company (the “Successor CEO Employment Commencement Date”). In connection with the appointment of the Successor CEO, each of you and the
Board desire for you to continue your employment with the Company in the role of Executive Chair of the Board as set forth in this agreement (this “Agreement”).
Capitalized terms that are used but not defined herein have the respective meanings ascribed to such terms in the Amended and Restated Executive Employment Agreement, dated as of July 30, 2025, by and between the Company and you (the “Executive Employment Agreement”).
Accordingly, in consideration of the mutual promises and covenants in this Agreement, each of you and the Company (collectively, the “Parties”) hereby agree as follows:
1. Executive Chair. Subject to your continued employment as the President and Chief Executive Officer of the Company through the Successor CEO Employment Commencement Date, effective as of the Successor CEO Employment
Commencement Date, you shall transition from the role as President and Chief Executive Officer of the Company to Executive Chair of the Board (“Executive Chair”) and,
notwithstanding Section 2 of the Executive Employment Agreement, shall not resign from either the Board or from employment with the Company as of that date. The Parties hereby acknowledge and agree that, for purposes of the Executive Employment
Agreement, your Initial Term shall be extended until the date on which the Company’s 2027 annual meeting of shareholders occurs, and that you shall serve as Executive Chair until such date and, on and following such date, shall be subject to the
Board’s annual director nomination process. As Executive Chair, you shall (i) oversee meetings of the Board and lead the 2027 annual meeting of shareholders; (ii) consult with the Successor CEO on the long-term strategy of the Company and
provide transition support to the Successor CEO; (iii) coordinate with the Successor CEO to establish the Board agenda; and (iv) provide such other services as reasonably requested by the Board and/or the Successor CEO.
2. Compensation. Your compensation shall remain unchanged between the date hereof and the Successor CEO Employment Commencement Date and, following such date, shall continue in accordance with the terms of the Executive
Employment Agreement; provided, that, you shall be eligible to receive a prorated AIP bonus for the 2027 AIP year only for the portion of the performance period elapsed
prior to March 31, 2027. For the avoidance of doubt, you shall continue to receive the same annual base salary from the date hereof until the end of your Term of Employment (as amended by this Acknowledgement).
3. Entire Agreement. You acknowledge and agree that this Agreement represents the complete understanding between you and the Company with respect to the terms hereof and supersedes and replaces all other oral or written
prior negotiations, representations or agreements dealing with the subject matter set out herein; provided, except as otherwise provided herein, the Employment
Agreement shall continue in accordance with its terms. You acknowledge and agree that the terms and conditions of this Agreement
cannot be amended, modified or supplemented except by subsequent written agreement signed by both parties.
4. Governing Law; Miscellaneous. Sections 12, 14, 17, and 19 of the Executive Employment Agreement are incorporated herein by reference.
5. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
[Signature Pages Follow]
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We look forward to your service as Executive Chair and thank you for your years of leadership of and service to the Company.
Sincerely,
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ALBEMARLE CORPORATION
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/s/ Gerald A. Steiner
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By:
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Gerald A. Steiner
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Title:
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Lead Independent Director
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Acknowledged and Agreed:
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/s/ J. Kent Masters, Jr.
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J. Kent Masters, Jr.
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Date:
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September 2, 2026 |
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