Employment Agreement - Albemarle Corp. and Mark C. Rohr
February 26, 1999
Mark C. Rohr
6103 Stefani
Dallas, Texas 75225
Dear Mark:
I will summarize Albemarle's offer to you to join the company
as Executive Vice-President responsible for operations. Since
there are several components, I will address each separately.
1. Salary - $275,000.
2. Bonuses - Target is 50% of base salary under the Annual
Incentive Plan of the corporation, which is performance
based. For 1999 performance (bonus to be paid in 2000), the
minimum payment will be $90,000. A copy of the plan is attached
for your reference (Attachment I).
3. Albemarle will award one hundred thousand performance-based
stock options under the company's existing plan. A copy of
the plan description is also enclosed (Attachment II). Since
our awards for 1998 were fixed at April 22, 1998, the company
will admit you at this time using the market and conditions as
of April 22, 1998, unless the market price is higher at the
time your employment begins with Albemarle. The price of those
options is $25.75. If higher, the option price will equal
the market price at that time.
4. The company will issue to you performance-based contingent
restricted stock which conforms with the provisions set forth
in the materials accompanying this summary (Attachment III).
Under the provision for the two-year grants you will receive
7,500 contingent restricted shares and 6,000 contingent
restricted shares under the four-year grants. Midterm
admittance will conform to the April 22, 1998 awards made to
our management team in 2nd quarter 1998.
5. Albemarle's retirement program provides a bridge for
mid-career senior executives joining the company. The idea
behind this provision assures the executive who works 15 years
for Albemarle a retirement equal to 60 percent of final average
pay. You would accumulate four percent for each year of
service with a cap of 60 percent. This is then offset by
benefits from other qualified pension plans, social security,
etc. To develop this more thoroughly, I will need to see the
details of your existing plan with Oxy.
6. You will participate in Albemarle's savings plan which
provides a company match of 50% on personal savings
contributed by you of up to ten percent. Should the
amounts exceed so-called high income caps, such excess will be
carried by the company until paid out at retirement.
<PAGE>48
Mr. Mark C. Rohr
Page 2
February 26, 1999
7. Relocation allowances provide full coverage for moving and
packing household goods. A copy of the company's relocation
policy is attached (Attachment IV) and cover the
circumstances of the move. You will be entitled to the
provisions of the policy as are transferred employees.
If you can sell your residence, the company prefers you do so.
In the event you cannot do so in a reasonable time, the
company will buy the house based on the average of two
appraisals. The mechanics of this transaction are also
covered in the relocation policy.
8. Albemarle will provide a company car.
9. Information on health and life insurance is attached
(Attachments V and VI).
10. Upon separation from your current employer, to begin with
Albemarle, you will incur taxes resulting from the roll-over
of deferred compensation estimated to be approximately
$100,000. Albemarle will reimburse the tax incurred by this
event. You will need to provide appropriate documentation
from your current plans to allow computation of the tax gross
up payable.
11. In the event that your employment is terminated within the
first five years for reasons other than for cause, Albemarle
will pay you a severance equal to two times your then current
annual compensation including both base salary and annual
incentive compensation at target.
12. In the event a Change of Control were to occur and one or
more of the following events happen with respect to your
employment within a period of 24 months hereafter, you may
resign and receive a lump sum payment and other benefits as
described below. The events include: (1) a change or
diminution of responsibilities or compensation, (2)
relocation, (3) a reduction of benefit eligibility or level,
and (4) failure by a successor company to assume this
severance agreement. The benefits described below also apply
in the event of termination of your employment following a
Change of Control.
If you resign or are terminated as described above, you will
receive: (1) a lump sum payment equal to two times your annual
salary and Annual Incentive at the previous year's payment
amount, (2) all vested outstanding stock options become
exercisable, (3) all restricted stock becomes non-forfeitable,
and (4) as a mid-career hire, should a Change of Control or
conditions as described in the paragraph above occur during the
first ten years of employment, you will receive an adjusted
benefit payable at normal retirement age under the pension
plan described in item 5 of this letter calculated without
offset from other benefits.
13. Albemarle will provide you with the use of a corporate
membership in a local country club.
<PAGE>49
Mr. Mark C. Rohr
Page 3
February 16, 1999
14. Should you accept our offer of employment, your expected
date of employment shall be on or about March 31, 1999.
This offer is subject to a pre-employment physical examination
and substance screening under the company's policy. Upon your
acceptance of this offer and start of employment with Albemarle,
this letter will represent our mutual agreement relating to the
terms of your employment with Albemarle.
Sincerely,
Charles B. Walker
Enclosures
cc: Floyd D. Gottwald