Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 24, 2022, the Executive Compensation Committee (the "Committee") of the Board of Directors of Albemarle Corporation (the "Company") adopted revised forms of Restricted Stock Unit Award Agreement, Adjusted ROIC Performance Unit Award Agreement, TSR Performance Unit Award Agreement, Stock Option Grant Agreement, and Special Restricted Stock Unit Award Agreement under the Company's 2017 Incentive Plan. The forms of agreements are filed as exhibits to this Current Report on Form 8-K.

The awards granted to Ms. Karen G. Narwold, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, as part of her 2022 compensation package include special conditions upon a "Qualifying Termination Event." Upon a Qualifying Termination Event (as defined in each of the respective award agreements) occurring after March 31, 2023, Ms. Narwold's 2022 awards of Restricted Stock Units and Stock Options will become non-forfeitable. In addition, Ms. Narwold will remain eligible to earn in the full amount of her 2022 awards of Adjusted ROIC Performance Units and TSR Performance Units as of the time the Committee makes its determination as to what level of the performance goals associated with such awards have been met.

The awards granted to Mr. J. Kent Masters, Chairman, President and Chief Executive Officer, as part of his 2022 compensation package include certain special conditions. Mr. Masters's 2022 awards of Restricted Stock Units and Stock Options granted in accordance with his Executive Employment Agreement, dated April 20, 2020 ("Employment Agreement"), shall be governed by Section 4(f) of his Employment Agreement and shall become non-forfeitable in accordance with such terms. Mr. Masters's 2022 compensation includes incremental awards of Restricted Stock Units and Stock Options, which have been granted for merit, two-thirds of which will become non-forfeitable on December 31, 2023 and one-third of which will become non-forfeitable on December 31, 2024, provided in each case that Mr. Masters continues to be employed by the Company on such dates. In addition, Mr. Masters will remain eligible to earn Adjusted ROIC Performance Units and TSR Performance Units in the same proportions as his incremental merit awards, as of the time the Committee makes its determination as to what level of the performance goals associated with such awards have been met.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.
   Exhibit
   Number            Exhibit
    #10.1              Form of Restricted Stock Unit Award Agreement
    #10.2              Form of Adjusted ROIC Performance Unit Award Agreement
    #10.3              Form of TSR Performance Unit Award Agreement
    #10.4              Form of Stock Option Grant Agreement
    #10.5              Form of Special Restricted Stock Unit Award Agreement
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Management contract or compensatory plan or arrangement.

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