EXHIBIT 10.2


 


February 3, 2006


 


Everett Chadwick


20 South Drive


Bridgewater, MA  02324


 


Re: 
Consulting Agreement


 


Dear Chad:


 


Following our recent conversation, this
letter sets out the terms of our agreement with respect to your independent
consulting services following your retirement from Chase Corporation on
February 24, 2006.


 


Services: 
To include but not be
limited to being reasonably available from time to time to assist the company’s
chief executive officer whether by phone, e-mail or in person with respect to
budget preparation, insurance negotiations, shareholder relations, banking
matters, quarterly financial reviews, strategic planning, acquisitions and
serve as a question and reference resource for general financial and accounting
matters.  We anticipate that your
services will be required for an estimated 5 to 7 days per month.  The company will furnish you regular
financial and operations reports and you will keep adequately informed as to
company affairs so as to ensure appropriate performance hereunder.


 


Compensation:  A
retainer of $10,000 per month shall be paid to you on the first of each month
for the month following.  The first
payment will be made March 1, 2006.


 


Expense Reimbursement: 
All previously
authorized travel and entertainment shall be reimbursed following the submittal
and approval of receipts.


 


Term: 
Services shall be
provided for a period of 12 months and may be extended upon mutual
agreement.  In consideration of the
provisions of this agreement you agree to be bound by all of the terms and
conditions set forth on Exhibit A attached hereto.


 


This letter agreement will take effect under
seal and shall be governed by the substantive laws of the Commonwealth of
Massachusetts.


 


Please indicate your acceptance of this offer
by signing below and returning by mail.


 


	
  Best regards,

  
	
   

  
	
   

  
	
    /s/ Peter R.
  Chase

  	
   

  
	
  Peter R. Chase, President

  
	
  Chase Corporation

  
	
   

  
	
   

  
	
    /s/ Everett
  Chadwick, Jr.

  	
   

  
	
  Accepted: Everett
  Chadwick, Jr.

  
	
  Date: February 3, 2006

  



 

















 


Exhibit A


 


Confidentiality


 


I, Everett
Chadwick, Jr., understand that Chase Corporation including its divisions,
subsidiaries and licensees (the Company) continually obtains and develops
valuable proprietary and confidential information concerning its business,
business relationships and financial affairs (the “Confidential Information”)
which became known to me during my employment and may further become known to
me in connection with my consulting services.


 


I acknowledge
that all Confidential Information whether or not in writing and whether or not
labeled or identified as confidential or proprietary, is and shall remain the
exclusive property of the Company or the third party providing such information
to myself or the Company.  By way of
illustration, but not limitation, Confidential Information may include
Inventions (as hereafter defined), trade secrets, technical information,
formulations, product testing, qualifications and other know-how, research and
development activities of the Company, product and marketing plans, financials,
customer and supplier information and information disclosed to the Company or
to me by third parties of a proprietary or confidential nature or under an
obligation of confidence.  Confidential
information is contained in various media, including without limitation, patent
applications, computer programs in object and/or source code, flow charts and
other program documentation,  manuals,
plans, drawings, designs, technical specifications, laboratory notebooks,
supplier and customer lists, internal financial data and other documents and
records of the Company.


 


I agree that I
shall not during the term of my employment and consulting and thereafter,
publish, disclose or otherwise make available to any third party, other than
employees of the Company, any Confidential Information except as expressly
authorized in writing by the Company.  I
agree that I shall use such Confidential Information only in the performance of
my duties for the Company and in accordance with any Company policies with
respect to the protection of Confidential Information.  I agree not to use such Confidential
Information for my own benefit or for the benefit of any other person or
business entity.


 


I agree to
exercise all reasonable precautions to protect the integrity and
confidentiality of Confidential Information in my possession and not to remove
any materials containing Confidential Information from the Company’s premises
except to the extent necessary to my employment.  Upon the termination of my consulting, or at
any time upon the Company’s request, I shall return immediately to the Company
any and all materials containing any Confidential Information then in my
possession or under my control.


 


Confidential
Information shall not include information which (a) is or becomes generally
known within the Company’s industry through no fault of mine, (b) was known to
me at the time was disclosed as evidenced by my written records at the time of
disclosure, (c) is lawfully and in good faith made available to me by a third
party who did not derive it from the Company and who imposes no obligation of
confidence on me, or (d) is required to be disclosed by a governmental
authority or by order of a court of competent jurisdiction, provided that such
disclosure is subject to all applicable governmental or judicial protection
available for like material and reasonable advance notice is given to the
Company.


 

















 


Non-Competition


 


I agree that while I am
employed by the Company and for a period of two years after termination or
cessation of my employment or consulting for any reason, I shall not, without
the Company’s prior written consent, directly or indirectly, as a principal,
employee, consultant, partner, or stockholder of, or in any other capacity
with, any business enterprise (other than in my capacity as a holder of not
more than 1% of the combined voting power of the outstanding stock of a
publicly held company) (a) engage in direct or indirect competition with the
Company, (b) conduct a business of the type or character engaged in by the
Company at the time of termination or cessation of my consulting or (c) develop
products or services competitive with those of the Company.