EXHIBIT 10.1


 


RESTRICTED STOCK NOTICE


 


CHASE CORPORATION


 


Restricted Stock Notice


 


CHASE CORPORATION (the ”Company”) hereby
awards to you (the “Shareholder”) shares of Common Stock of the Company
as follows:


 


 


	
  Name of Shareholder:

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares Awarded:

  	
   

  
	
   

  	
   

  
	
  Purchase Price per Share:

  	
   

  
	
   

  	
   

  
	
  Award Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  
	
   

  	
   

  
	
  Number of Shares Subject to Vesting
  Schedule:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  
	
   

  	
   

  
	
  Other Terms:

  	
   

  
	
   

  	
   

  
	
  Acceleration:

  	
   

  



 


 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this Award is made under
and governed by the terms of the Company’s [2005] Equity Incentive Plan and
this Restricted Stock Agreement (this “Agreement”), which includes the
incorporated terms, conditions and agreements attached to and made a part of
this Agreement.


 


	
  SHAREHOLDER

  	
  CHASE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
									



 

















 


CHASE CORPORATION


 


Restricted Stock Agreement

under the 2005 Equity Incentive Plan


 


Incorporated Terms and Conditions


 


1.             Issuance of Shares. On the terms and conditions set forth in this Agreement, the Company is
issuing to the Shareholder on the Award Date, at the purchase price per share
set forth on the signature page of this Agreement (the “Purchase Price”),
the number of Shares of the Company’s Common Stock set forth on said signature
page (the “Shares”). The award of the Shares is made pursuant to and is
governed by the Company’s 2005 Equity Incentive Plan (the “Plan”), the
terms of which are incorporated into this Agreement by this reference, and have
the respective meanings assigned to them in the Plan. Unless the context
otherwise requires, capitalized terms used herein without definitions shall
have the respective meanings assigned to them in the Plan. By signing this
Agreement, the Shareholder acknowledges receipt of a copy of the Plan.


 


2.             Purpose and Waiver. The purpose of the Award of the Shares to the Shareholder is to encourage
the Shareholder to enter into and/or maintain a continuing and long-term
relationship with the Company. It is not a purpose
of this Award to reward the Shareholder for the completion of any specific
project or of any discrete period of service which may fall between consecutive
vesting periods.


 


3.             Waiver. By
signing this Agreement, the Shareholder hereby waives any claim to any Shares
that are subject to repurchase upon the exercise of the Repurchase Option (as
defined herein).


 


4.             Award Restrictions. [The Shares covered by this restricted
stock award shall be subject to the vesting schedule set forth on the signature
page.]  The Company shall cause a stock
certificate covering the requisite number of Shares in the name of the
Shareholder or beneficiary(ies) to be distributed as soon as administratively feasible
but within a reasonable period of time.


 


Upon receipt of such
stock certificate(s), the Shareholder or beneficiary(ies) are free to hold or
dispose of such certificate at will, subject to the requirements of Section 5. During
the restriction period, the Shares covered by the restricted stock award are
not transferable by the Shareholder by means of sale, assignment, exchange,
pledge, or otherwise, except by will or the laws of descent and distribution as
provided in Section 5. The naming of a designated beneficiary under the Plan
does not constitute a transfer.


 


5.             Transfer Rights and Restrictions.


 


(a)           Restrictions on Transfer. The Shareholder shall not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”), any of the Shares, or any interest therein, unless
such transfer is made in compliance with the terms and conditions of this
Agreement.


 


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(b)           Permitted Transfers. The Shareholder shall have the right to make Permitted Transfers of
Shares that have vested. For purposes of this Agreement, “Permitted Transfer”
shall mean any transfer of all or any portion of the vested Shares by will or
the laws of descent and distribution and any transfer by the Shareholder during
his or her lifetime of all or any portion of his or her vested Shares to or for
the benefit of any spouse, child or grandchild (including any natural born,
adopted or step-child or step-grandchild) of the Shareholder, or to a trust for
the benefit of the Shareholder and/or any of the foregoing or to a partnership
or limited liability company, the partners or members of which include only the
Shareholder and/or any of the foregoing or any other person or entity determined
by the Board; provided, however, that it shall
be a condition of each such Permitted Transfer that (i) the transferee agrees
to be bound by the terms of this Agreement, and (ii) the Shareholder has
complied with all applicable laws in connection with such Permitted Transfer. For
purposes of this Agreement, any donee or transferee of the Shareholder’s Shares
shall be treated as the “Shareholder.”


 


(c)           Effect of Prohibited Transfer. Any transfer of Shares in violation of this Agreement
shall be void. The Company shall not be required (i) to transfer on its books
any of the Shares which shall have been transferred in violation of this
Agreement or (ii) to treat as the owner of such Shares or pay dividends to any
transferee to whom any such Shares shall have been so transferred.


 


6.             No Retention Rights. Nothing in the Plan or this Agreement confers upon the Shareholder any
right to continue in the service of the Company for any period of specific
duration or shall be construed to interfere with or otherwise restrict in any
way the rights of the Company or of the Shareholder, which rights are expressly
reserved by each, to terminate the Shareholder’s service at any time and for
any reason, with or without cause.


 


7.             Taxes. As a
condition to the issuance of any Shares hereunder, the Shareholder hereby
agrees that, if the Company in its discretion determines that it is or could be
obligated to withhold any tax in connection with the issuance, vesting or
transfer of such Shares, the Company may, in its discretion, withhold the
appropriate amount of tax (i) in cash from the Shareholder’s wages or other
remuneration or (ii) in kind from the Shares or other property otherwise
deliverable to the Shareholder. The Shareholder further agrees that, if the
Company has not previously withheld an amount sufficient to satisfy the
withholding obligation of the Company, the Shareholder will on demand make
reimbursement in cash for the amount underwithheld or, if permitted by the
Board, provide such cash or other security as the Board deems adequate to meet
the liability or potential liability of the Company for the withholding of tax,
and to augment such cash or other security from time to time in any amount
reasonably deemed necessary by the Board to preserve the adequacy of such cash
or other security.


 


8.             Amendments. The
Board may at any time or times amend the Plan or this Agreement for the purpose
of satisfying the requirements of any changes in applicable laws or regulations
or for any other purpose which at the time may be permitted by law. No
termination or amendment of the Plan or amendment of this Agreement shall,
without the Shareholder’s consent, materially adversely affect the Shareholder’s
rights under this Agreement. Notwithstanding the foregoing, this Agreement
shall be amended as required by Section 11(g) below to the extent required by
regulatory or statutory guidance.


 


9.             Adjustments for Stock Splits, Stock Dividends, Etc. If from time to time while this Agreement remains in
force and effect there is any stock split-up, stock dividend, stock


 


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distribution
or other reclassification of the Common Stock of the Company, (a) any and all
new, substituted or additional securities to which the Shareholder is entitled
by reason of his or her ownership of Shares shall be immediately subject to the
restrictions on transfer and other provisions of this Agreement in the same
manner and to the same extent as such Shares and (b) appropriate
adjustment shall be made to the Purchase Price, subject to compliance with
section 409A of the Code, if applicable.


 


10.           Consistency with Plan. If there is any inconsistency between the provisions of this Agreement
and the provisions of the Plan, the latter shall control.


 


11.           Miscellaneous.


 


(a)           Severability; Governing Law. If any provisions of this Agreement shall be
determined to be illegal or unenforceable by any court of law, the remaining
provisions shall be severable and enforceable in accordance with their terms. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the Commonwealth of Massachusetts, without giving effect to the
principles of the conflicts of laws thereof.


 


(b)           Injunctive Relief. It is acknowledged that it will be impossible to measure the damages that
would be suffered by the Company if the Shareholder fails to comply with the
provisions of this Agreement and that, in the event of any such failure, the
Company will not have an adequate remedy at law. The Company shall, therefore,
be entitled to obtain specific performance of each of the Shareholder’s
obligations hereunder and to obtain immediate injunctive relief. The
Shareholder shall not urge, as a defense to any proceeding for such specific
performance or injunctive relief, that the Company has an adequate remedy at
law.


 


(c)           Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, successors and
permitted assigns.


 


(d)           Notices. All
notices required or permitted hereunder shall be in writing and be effective
upon personal delivery, upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid, or upon deposit with a
recognized express overnight courier service, addressed, if to the Company, to
its principal executive office at the time, Attention: President, and if to the
Shareholder, to the address shown beneath his or her signature on the signature
page of this Agreement, or at such other address or addresses as either party
shall designate to the other in accordance with this Section 11(d).


 


(e)           Entire Agreement. This Agreement, together with the Plan, constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings, whether
oral or written, of the parties hereto concerning the subject matter hereof. In
particular, the Shares granted hereunder satisfy all outstanding claims which
the Shareholder has with respect to the equity of the Company.


 


(f)            Waivers. Any
provision contained in this Agreement may be waived, either generally or in any
particular instance, by the Board or by the Shareholder, but no such waiver by
the Board shall operate to the detriment of the Shareholder without the
Shareholder’s consent.


 


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(g)           Statutory Requirements and Subsequent Amendment. This Agreement and the award of Restricted Stock
hereunder is intended, to the extent applicable, to constitute good faith
compliance with the requirements of the American Jobs Creation Act,
specifically with respect to the definition of deferred compensation and the
provisions of section 409A of the Code. To the extent required by subsequent
guidance, whether statutory or regulatory, the Company and Shareholder agree
that any Restricted Stock awarded hereunder may be modified, rescinded or
substituted with an award of equal economic value as required to maintain
compliance with the provisions of section 409A of the Code.


 


(h)           Administration. The Committee shall have full authority and discretion to decide all
matters relating to the administration and interpretation of this Agreement. The
Committee shall have full power and authority to pass and decide upon cases in
conformity with the objectives of this Agreement under such rules as the Board
of the Company may establish. Any decision made or action taken by the Company,
the Board, or the Committee arising out of, or in connection with, the
administration, interpretation, and effect of this Agreement shall be at their
absolute discretion and will be conclusive and binding on all parties. No
member of the Board, the Committee, or employee of the Company shall be liable
for any act or action hereunder, whether of omission or commission, by the
Recipient or by any agent to whom duties in connection with the administration
of this Agreement have been delegated in accordance with the provision of this
Agreement.


 


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