2003 Executive Charter: ALBExecutive Compensation Committee Charter
The Executive Compensation Committee of Albemarle Corporation (the "Company") shall consist of not less than three members of the Board of Directors. On recommendation of the Nominating and Governance Committee, the Board of Directors shall appoint the members of the Committee and shall designate the Chairman of the Committee. Each member must satisfy the independence requirements of the New York Stock Exchange ("NYSE") within the time requirements established by the NYSE. Any member of the Committee may be replaced by the Board of Directors.
The Committee's primary responsibility is to develop and oversee the implementation of the Company's philosophy with respect to Management compensation. The Committee shall have the overall responsibility for approving and evaluating the compensation plans for executives, including associated policies and programs, on behalf of the Board of Directors. The Committee reports to the Board of Directors on all matters within the Committee's responsibilities.
The Committee shall meet at such times as it determines to be appropriate or at the call of the Chairman of the Committee. It shall have at least two meetings each year.
In carrying out its responsibilities:
The Committee shall have responsibility for developing and maintaining a compensation policy that creates an appropriate relationship between pay levels and corporate performance and returns to shareholders. The Committee shall monitor the results of such policy to assure that the compensation payable to the Company's elected corporate officers provides overall competitive pay levels, creates proper incentives to enhance shareholder value, rewards superior performance, and is justified by the returns available to shareholders.
The Committee shall have responsibility for recommending to the Board of Directors for approval, compensation and benefit plans, which may include amendments to existing plans, cash- and equity-based incentive compensation plans, and non-qualified deferred compensation and retirement plans.
The Committee shall review and approve annually corporate and personal goals and objectives to serve as the basis for the Chief Executive Officer's compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and set and report to the Board of Directors the Chief Executive Officer's compensation based on that evaluation.
The Committee shall review and set the compensation for the other members of the Executive Committee.
The Committee shall review and approve the annual compensation for elected corporate officers (other than the Executive Committee members), as recommended by the Chief Executive Officer.
In establishing the compensation to be paid or provided to executive officers, the Committee shall utilize where it deems appropriate comparative data regarding compensation practices. The Committee may retain one or more compensation consultants or other advisors to assist the Committee with these duties. The Committee shall have authority to approve the fees and other retention terms of any such consultant or advisor.
The Committee shall administer, except as otherwise delegated pursuant to the terms of such plan(s), the Company's shareholder approved incentive plan(s), including approval of grants of stock options, restricted stock, performance units, stock appreciation rights, and other equity-based incentives to the extent provided under that plan.
The Committee shall provide, over the names of the Committee members, the required Committee report for the Company's Proxy Statement for the annual meeting of shareholders.
The Committee shall have available to it such support personnel, including Management, outside auditors, attorneys and consultants as it deems necessary to discharge its responsibilities.
The Committee shall consider the application of Section 162(m) of the Internal Revenue Code to the Company and its compensation practices and develop a policy for the Company with respect to Section 162(m).
The Committee shall keep minutes of its proceedings. At the next regular Board meeting following any Committee meeting, the Chairman of the Committee shall report to the Board of Directors on behalf of the Committee.
The Chairman of the Committee shall discuss the Committee's performance with each member of the Committee, following which discussions the Chairman shall lead the Committee in an annual evaluation of its performance. The annual evaluation shall include a review of the Committee's charter.
The Committee shall cause to be provided to the NYSE appropriate written confirmation of any of the foregoing matters as the NYSE may from time to time require.