Executive Compensation

Each of the Executive Compensation Committee of the Board of
Directors and the Board of Directors (together, the Board) of
Albemarle Corporation (the Company) took the following compensation
actions.

2017 Base Salaries

On February 23, 2017 the Board established the following base
salaries for certain executive officers for fiscal year 2017:
Luther C. Kissam, IV ($1,000,000); Scott A. Tozier ($560,000);
Karen G. Narwold ($485,000); Matthew K. Juneau ($427,000); and
Donald J. LaBauve, Jr. ($293,429).

2017 Annual Incentive Plan

On February 23, 2017 the Board approved the fiscal year 2017 annual
incentive plan target award percentages for certain executive
officers of the Company, to the Albemarle Corporation 2008
Incentive Plan (as amended, the Incentive Plan). Under the
Incentive Plan, each of these executive officers is eligible to
receive an annual cash incentive payment of zero to two times a
target percentage of their respective base salaries if certain
company-wide criteria established by the Board are met for 2017.
The target percentages of base salary are as follows: Mr. Kissam,
(125%); Mr. Tozier (75%); Ms. Narwold (75%); Mr. Juneau (75%); and
Mr. LaBauve (40%). These executive officers earn these targeted
percentages for achieving target performance levels under the
Incentive Plan company-wide criteria. For superior corporate
performance and subject to the achievement of specific individual
performance goals, up to two times target may be earned. The
maximum amounts payable for 2017 are as follows: Mr. Kissam
($2,500,000); Mr. Tozier>($840,000); Ms. Narwold ($727,500); Mr.
Juneau ($640,500); and Mr. LaBauve ($234,743). In 2017, if the
Executive Compensation Committee certifies that earnings before
interest, taxes, depreciation and amortization exceed 5% of net
sales, the awards will initially be determined at maximum. The
annual incentive awards actually paid to these executive officers
are then adjusted to a level at or below the plan maximum in
accordance with the actual Company performance, individual
performance, and award targets described above. The Board bases the
annual incentive awards for named executive officers on performance
measures allowed by the Incentive Plan and uses its negative
discretion to pay incentive awards for the executives at the
performance level achieved against the goals. Any incentive
payments earned under the Incentive Plan for 2017 will be paid in
the first quarter of 2018.

2017 Long Term Incentive Grant

The Board approved, with a grant date of February 24, 2017, a total
grant value of up to $30 million for the 2017 long term incentive
plan, comprising of: (i) Stock Options, which will vest on the
third anniversary of the grant date, and which will expire February
24, 2027; (ii) Restricted Stock Units (RSUs), one-half of which
will vest on February 24, 2020 with the remaining half vesting on
February 24, 2021; and (iii) Performance Stock Units (PSUs),
one-half of which will vest in early 2020 at the time of
determination that the Companys total shareholder return (Total
Shareholder Return) relative to its peers meets the Companys
related performance goals and one-half on January 1, 2021.

Total Shareholder Return is calculated by dividing (a) the sum of
the dividends paid during the performance period and the difference
between the twenty-day average daily closing price of the Companys
shares at the end and the beginning of the measurement period, by
(b) the twenty-day average daily closing price of the Companys
common shares at the beginning of the performance period. The
Companys Total Shareholder Return for the 2017 grants is compared
to the Total Shareholder Return of the Companys peer group of 17
similarly-sized (in terms of revenue) chemical companies (the Peer
Group). The threshold performance level for the PSUs is at the
25^th>percentile
of the Peer Group and the target performance level for the PSUs is
at the 50^th>percentile
of the Peer Group. Superior performance level begins at the
75^th>percentile
of the Peer Group results. Awards for performance between the
specified performance levels will be interpolated.

Each of the grants listed above are subject to the terms set forth
in the Notice of Option Grant, Notice of Restricted Stock Unit
Award and Notice of TSR Performance Unit Award.

The values of the equity granted to each executive officer are set
forth below, and are apportioned 25% in the form of Stock Options,
25% in the form of RSUs and 50% in the form of PSUs, except that
Mr. LaBauve received 50% in the form of RSUs and 50% in the form of
PSUs: Mr. Kissam ($4,000,000); Mr. Tozier ($1,000,000); Ms. Narwold
($900,000); Mr. Juneau ($600,000); and Mr. LaBauve ($150,000). The
value of PSUs included in the above figures reflects the
approximate number of PSUs that each named executive officer would
receive for target level performance by the Company multiplied by
the grant date closing stock price.

Amendment to the Albemarle Corporation Executive Deferred
Compensation Plan

The Board amended the Albemarle Corporation Executive Deferred
Compensation Plan, as Amended and Restated Effective January 1,
2013 (the Plan), so that, in the event of a qualifying Change in
Control under Section 409A, a termination and liquidation of the
Plan shall automatically occur with respect to all Plan
Participants who experience such Change in Control event. The
foregoing description of Plan amendment is qualified in its
entirety by reference to the full text of the Plan amendment,
attached as Exhibit 10.1 and incorporated herein by reference.

Director Compensation

In addition, each of the Nominating Governance Committee of the
Board of Directors and the Board of Directors determined that the
Lead Director should receive compensation for service in that role
in the amount of $100,000 per year.

On February 23, 2017, the Board of Directors amended and restated
the Companys Amended and Restated Bylaws (as amended, the Bylaws)
to implement proxy access and to make certain other technical and
conforming revisions.

Article I, Section 10(c) of the Bylaws permits a shareholder, or a
group of up to 20 shareholders, who have owned at least 3% of the
Company’s outstanding common stock for three or more years to
nominate up to 2 individuals or 20% of the number of directors then
serving on the Board of Directors (whichever is greater) for
election as directors, and require the Company to include such
director nominees in the Company’s annual meeting proxy materials,
provided that such shareholder or group of shareholders satisfies
the requirements set forth in Article I, Section 10. Shareholders
may utilize proxy access beginning with the Companys 2018 annual
meeting of shareholders.

The foregoing description of the amendment and restatement of the
Bylaws is qualified in its entirety by reference to the full text
of the Companys Bylaws, as amended and restated, attached as
Exhibit 3(ii) and incorporated herein by reference.

On March 1, 2017, the Company entered into an agreement with
JPMorgan Chase Bank, National Association, London Branch (JPMorgan)
relating to an uncollared accelerated share repurchase program (the
ASR Program). to the terms of the agreement, the Company will
purchase $250 million of its common stock. The Company will acquire
the shares under the share repurchase program previously authorized
by the Companys Board of Directors, allowing for the repurchase of
up to 15 million shares of the Companys outstanding common stock,
previously announced on November 8, 2016. The purchases will be
funded through available cash on hand.

The total number of shares to ultimately be purchased by the
Company under the ASR Program will generally be based on the
average of the daily Rule 10b-18 volume-weighted average prices of
the Companys common stock during the term of the agreement, less an
agreed discount. The actual number of shares purchased will be
determined at the completion of the ASR Program. The ASR Program is
expected to be completed by the end of the second quarter of 2017.

The information in this Item 7.01 is furnished to Item 7.01 of Form
8-K and is not deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section. The information contained herein is
not incorporated by reference in any filing of the Company under
the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date
hereof and irrespective of any general incorporation language in
any filings.

>(d) Exhibits.

3(ii) Amended and Restated Bylaws, effective February 23, 2017