Exhibit 10.6.3


 


SEVERANCE AGREEMENT


 


This Agreement dated as of October 1, 2008 is by and between Chase
Corporation, a Massachusetts corporation (the “Company”), and Adam P. Chase,
(the “Executive”),


 


WHEREAS, the Company has determined that it is desirable, to induce the
Executive to remain in the employ of the Company and also to place him in a
position to act in the best interests of the Company and its stockholders in
the event of a proposal for transfer of control of the Company, to provide
certain severance benefits to the Executive if his employment with the Company
terminates under the circumstances described below.


 


NOW, THEREFORE, the Company and the Executive hereby agree as follows:


 


1.             Definitions.  For purposes of this Agreement only, the
following definitions shall apply:


 


(a)           “Cause” for
termination of the Executive’s employment by the Company shall mean and be
limited to


 


(i)            the Executive’s willful and continued failure to
substantially perform his duties to the Company (other than any such failure
resulting from the Employee’s incapacity due to physical or mental illness),
provided that the Company has delivered a written demand for substantial
performance to the Executive specifically identifying the manner in which the
Company believes that the Executive has not substantially performed his duties
and that the Executive has not cured such failure within 30 days after such
demand;


 


(ii)           willful conduct by the Executive which is
demonstrably and materially injurious to the Company;


 


(iii)          material violation of any Company policy, including
any code of conduct or standard of ethics of the Company applicable to the
Executive;


 


(iv)          the Executive’s conviction
of, or pleading of guilty or nolo contendere
to, a felony; or


 


(v)           the Executive’s willful violation of any material
provision of any confidentiality, nondisclosure, assignment of invention,
noncompetition or similar agreement entered into by the Executive in connection
with his employment by the Company.


 


For purposes of this definition, no act or
failure to act on the Executive’s part shall be deemed “willful” unless done or
omitted to be done by the Executive not in good faith and without reasonable
belief that his action or omission was in the best interests of the Company.


 

















 


(b)           “Change in
Control” means the occurrence of any of the following events:


 


(i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company becomes the “beneficial owner” (as
defined  in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 45% or more of the combined voting power of the Company’s then
outstanding securities;


 


(ii) during any period of twenty-four (24)
consecutive months (not including any period prior to the date of this
Agreement), individuals who at the beginning of such period constitute the
Board and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction
described in subparagraphs (i), (ii) or (iii)) whose election by the Board
or nomination for election by the Board or by the stockholders of the Company
was approved by a vote of at least a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or


 


(iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than (i) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least 50% of the combined voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no “person”
(as hereinabove defined) acquires 45% or more of the combined voting power of
the Company’s then outstanding securities; or


 


(iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets.


 


(c)           “Disability” means such physical or
mental incapacity as to make the Executive unable to perform the essential
functions of his employment duties for a period of at least six months with or
without reasonable accommodation.  If any
question shall arise as to whether during any period the Executive is so
disabled as to be unable to perform the essential functions of his employment
duties with or without reasonable accommodation, the Executive may, and at the
request of the Company shall, submit to the Company a certification in
reasonable detail by a physician selected by the Company to whom the Executive
or the Executive’s guardian has no reasonable objection as to whether the
Executive is so disabled or how long such disability is expected to continue,
and such certification shall for the purposes of this Agreement be conclusive
of the issue.  The Executive shall
cooperate with any reasonable request of the physician in connection with such
certification.  If such question shall
arise and the Executive 


 


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shall fail to submit such
certification, the Company’s determination of such issue shall be binding on
the Executive.


 


(d)           “Good Reason”
means  shall mean the
occurrence, in connection with a Change in Control, of any of the following
events (provided that the Executive shall have given the Company prior written
notice describing such event and the matter shall not have been fully remedied
by the Company within 30 days after receipt of such notice) :


 


(i)            any reduction of the Executive’s then existing
annual base salary, bonus and/or other short-term incentives;


 


(ii)           the
Company has failed to continue in effect any health, welfare, retirement,
vacation and other fringe benefit plans of the Company in which the Executive
participated at the time of the Change in Control (or plans providing
substantially equivalent benefits) other than as a result of the normal
expiration of any such plan in accordance with its terms as in effect at the
time of the Change in Control, or the Company shall have taken or failed to
take any action which would adversely affect the Executive’s continued participation
in or the benefits receivable by the Executive under any such plan as in effect
at the time of the Change in Control;


 


(iii)          the
Company has failed to assign to him on a consistent basis executive duties
performable at the location at which he worked before the Change in Control
which are commensurate with the level of executive duties performed by him
immediately prior to such Change in Control;


 


(iv)          any failure by the Company to obtain the assumption
of this Agreement by any successor or assign of the Company.


 


2.             Termination of
Employment Without Cause.   If the Executive’s employment with the Company is
terminated at any time  without Cause
(and other than by reason of death, Disability or retirement) the Executive
shall receive the benefits set forth in Section 4 hereof.


 


3.             Change in
Control.  Notwithstanding Section 2
of this Agreement, this Section 3 shall apply if, within twenty-four (24)
months immediately following a Change in Control, the Executive’s employment is
terminated by the Company without Cause (and other than by reason of death,
Disability or retirement) or the Executive terminates his employment with the
Company for Good Reason, the Executive shall be entitled to the benefits set
forth in Section 4.


 


4. (a)       payment
of his base salary, in accordance with the Company’s regular payroll practices,
for 18 months commencing on his termination date, such salary to be paid at a
rate equal, on an annualized basis, to the greater of his annual base salary in
effect immediately prior to the Change in Control or his annual base salary in
effect immediately prior to the termination of employment, provided, however, (i) no
such payments shall be made until the earlier of (A) six months and one
day following the termination date or (B) the earliest date as of which
such payments may begin  without
penalty  pursuant to Section 409A(a)(2) of
the  U.S. Internal Revenue Code of 1986 (the “Code”) and (ii) all
such payments that are deferred pursuant to clause (i) shall be paid in
the aggregate on the first day that such payments may be made pursuant to
clause (i).  For purposes of this subsection, the term “base salary” shall include 


 


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bonuses which shall be
computed by averaging the last two annual bonuses (annualizing bonuses with
respect to a partial year), if any;


 


(b)           continued
participation in  the benefits in effect
for Executive as of the date of termination, subject to the terms and
conditions of the respective plans and applicable law, for a period of  one year following the termination date;
provided that to the extent that the Company’s plans, programs and arrangements
do not permit such continuation of Executive’s participation following his
termination, the Company shall provide the Executive with an amount which is
sufficient for him to purchase equivalent benefits, such amount to be paid
quarterly in advance;  provided, further,
however, that if the Executive becomes employed by another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the Executive’s entitlement to participate in the
Company’s medical or other welfare benefit plans or to receive such alternate
payments shall, to the extent such medical or welfare benefits are offered by
the other employer, cease as of the date the Executive is eligible to
participate in such plans, and the Executive shall notify the Company of his
eligibility under such other plans.


 


(c)           reasonable costs of an
out-placement service used by the Executive for a period not to exceed one year
following termination of employment.


 


5.             Death, Disability
or Retirement.  If the Executive’s
employment is terminated by reason of death, Disability or retirement, the
Executive shall not be entitled to receive any benefits under this Agreement
pursuant to Sections 2 or 3 but may be entitled to certain death, disability or
retirement benefits offered by the Company pursuant to its employee benefit
plans.


 


6.             Taxes.


 


(a)           All payments to be made to
the Executive under this Agreement will be subject to any required withholding
of federal, state and local income and employment taxes.


 


(b)           Notwithstanding anything in this
Agreement to the contrary, if any of the payments provided for in this
Agreement, together with any other payments which the Executive has the right
to receive from the Company, would constitute a “parachute payment” (as defined
in Section 280G(b)(2) of the Internal Revenue Code of 1986, as
amended), the payments pursuant to this Agreement shall be reduced to the
largest amount as will result in no portion of such payments being subject to
the excise tax imposed by Section 4999 of the Code.


 


7.             Release.  The Executive’s
entitlement to receive the payments contemplated by Sections 3 hereof
shall be contingent upon execution by the Executive on the date of termination
of a release in form and substance reasonably satisfactory to the Company (the “Release”).  By execution of this Agreement, the Executive
hereby acknowledges and agrees that such payments are and shall be good and
sufficient consideration for such Release.


 


8.             No Duty to
Mitigate.  In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any
of the provisions of this Agreement and, except as contemplated by Section 4(b) hereof,
any benefits payable to the Executive hereunder shall not be subject to
reduction for any compensation received from other employment.


 


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9.             Successors and
Assigns.


 


(a)           This Agreement
is personal to the Executive and is not assignable by the Executive, other than
by will or the laws of descent and distribution, without the prior written
consent of the Company.


 


(b)           This Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


(c)           The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. 
As used in this Agreement, “Company” shall mean the Company as defined
above and any successor to its business and/or assets that assumes and agrees
to perform this Agreement.


 


10.           No Right to Continued Employment. 
Nothing contained in this Agreement shall be considered a contract of employment
or construed as giving the Executive any right to be retained in the employ of
the Company.  Nothing in this Agreement
shall otherwise restrict in any way the rights of the Company to terminate the
Executive at any time and for any reason, with or without cause.


 


11.           Miscellaneous.


 


(a)           Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the conflict of laws principles thereof.


 


(b)           Amendment; Waiver.  This Agreement may not be modified or amended
in any manner except by a written agreement executed by the parties hereto or
their respective successors and legal representatives.  The waiver by either party of compliance with
any provision of this Agreement by the other party shall not operate or be
construed as waiver of any other provision of this Agreement, or of any
subsequent breach by such party or a provision of this Agreement.


 


(c)           Entire Understanding. 
This Agreement constitutes the entire understanding and agreement
between the parties hereto with regard to the compensation and benefits payable
to the Executive in the circumstances described herein, superseding all prior
understandings and agreements, whether oral or written.


 


(d)           Fees and Expenses. 
The Company agrees to pay as incurred and within 30 days after
submission of supporting documentation, to the full extent permitted by law,
all legal fees and related expenses the Executive may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement) following
a Change in Control.


 


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(e)           Notices.  All notices and other communications
hereunder shall be in writing and shall be delivered by hand delivery, by a
reputable overnight courier service, or by registered or certified mail, return
receipt requested, postage prepaid, in each case addressed as follows:


 


If
to the Company:


 


Chase
Corporation


 


26 Summer Street


Bridgewater, MA 02324


Attention: General Counsel


 


If
to the Executive:


 


Adam
P. Chase


 


123 Suffolk Road


Wellesley Hills, MA  02481


 


or to such other address as
either party shall have furnished to the other in writing in accordance
herewith.  Any notice or communication
shall be deemed to be delivered upon the date of hand delivery, one day
following delivery to an overnight courier service, or three days following
mailing by registered or certified mail.


 


(f)            Headings.  The headings of paragraphs herein are
included solely for convenience of reference and shall not control the meaning
of interpretations of any of the provisions of this Agreement.


 


(g)           Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


(h)           Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
date first written above.


 


	
  CHASE
  CORPORATION

  	
   

  	
  Adam
  P. Chase

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
				



 


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