Exhibit 10.11.6


 


CHASE CORPORATION


2005 INCENTIVE PLAN


 


Stock Option
Agreement


 


Chase Corporation (the “Company”)
hereby grants to you (the “Optionee”) the following option (the “Option”)
to purchase Common Stock of the Company:


 


	
  Name of Optionee:

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares Subject to
  this Option:

  	
   

  
	
   

  	
   

  
	
  Type of Option:

  	
   

  
	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  
	
   

  	
   

  
	
  Number of Vested Shares on Grant
  Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Period:

  	
   

  
	
   

  	
   

  
	
  Number of Shares Vesting at end of
  each 

  Vesting Period:

  	
   

  
	
   

  	
   

  
	
  Expiration Date:

  	
   

  



 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option is granted
under and governed by the terms of the Chase Corporation 2005 Incentive Plan
(the “Plan”) and this Stock Option Agreement (this “Agreement”),
which includes the incorporated terms and conditions attached to and made a
part of this Agreement.  This Agreement
is an Award Agreement issued under the Plan.


 


	
  OPTIONEE

  	
   

  	
  CHASE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  By:

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 

















 


CHASE CORPORATION


 


Stock Option
Agreement

under the 2005 Incentive Plan


 


Incorporated Terms
and Conditions


 


1.             Grant of Option. On the terms and
conditions set forth in this Agreement, the Company grants to the Optionee on
the Grant Date this Option to purchase at the exercise price per share set
forth on the Signature Page of this Agreement the number of shares of the
Company’s Common Stock set forth on said Signature Page.  This Option is granted pursuant to and is
governed by Plan, the terms of which are incorporated into this Agreement by
this reference.  To the extent there is
any inconsistency between the terms of the Plan and this Agreement, the terms
of the Plan shall control.  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 Optionee
acknowledges receipt of a copy of the Plan.


 


2.             Type of Option.  This Option is intended to qualify either as
an ISO or an NQO, as set forth on the Signature Page of this
Agreement.  If this Option is intended to
qualify as an ISO, it is agreed that the Exercise Price is at least 100% of the
Fair Market Value per Share on the Grant Date (110% of Fair Market Value if Section 7.2
of the Plan applies).


 


3.             Exercisability Schedule.  The Optionee may exercise this Option for
such number of Shares as have become exercisable pursuant to the vesting
schedule set forth on the Signature Page of this Agreement.


 


4.             Exercise of Option. Prior to the Expiration
Date (or such earlier date as set forth in Section 5 below), the Optionee
may exercise this Option by delivering a Notice of Stock Option Exercise in the
form attached hereto as Exhibit A (the “Notice”), signed by
the Participant, and received by the Company at its principal office,
accompanied by this Agreement and payment in full in the manner provided in the
Plan.  The Participant may purchase less
than the number of shares covered hereby, provided that no partial exercise of
this option may be for any fractional share or for fewer than ten (10) whole
shares.  The Optionee (or any other
person entitled to exercise this Option) shall not be entitled to any rights as
a shareholder of the Company with respect to any Shares issuable upon exercise
of this Option until such Shares shall have been registered on the stock
transfer books of the Company in the name of the Optionee (or such other
person).


 


5.             Exercise of Option After Termination
of Employment.


 


(a)           Termination of service.  Except as otherwise determined by the Board,
or as may otherwise be expressly provided in any employment agreement between
the Company and the Optionee, upon the termination of the service of the
Optionee to the Company (or to an affiliate), this Option shall expire on the
earliest of the following occasions:


 


(i)            the date that is [   ] after the voluntary termination
of the Optionee’s service or the termination of the Optionee’s service by the
Company (or by an affiliate) other than for cause;


 

















 


(ii)           the date of the termination of the
Optionee’s service by the Company (or by an Affiliate) for cause;


 


(iii)          the date [one year]
after the termination of the Optionee’s service by reason of Disability or
death;


 


(v)           the specified expiration date of the
Option, as set forth on the Signature Page.


 


Any portion of this Option that is not exercisable on
the date of termination of the Optionee’s service with the Company, for any
reason, shall terminate immediately and be null and void and of no further
force and effect.


 


6.             Notice of Premature Disposition.  If this Option is intended to qualify as an
ISO, as provided on the Signature Page of this Agreement, then if, within (2) two
years from the Grant Date or within one (1) year after the issuance of
Shares to the Optionee upon exercise of this Option, the Optionee makes a
disposition (as defined in Section 424(c) of the Code) of any Shares,
the Optionee shall notify the Treasurer of the Company within ten (10) days
after such disposition.


 


7.             Restrictions on Transfer.  The Optionee shall not sell, assign,
transfer, pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise except by will or the laws of descent and distribution, and during
the lifetime of the Participant, this Option shall be exercisable only by the
Participant.


 


8.             Withholding.  No Shares shall be issued pursuant to the
exercise of this Option unless and until the Participant pays to the Company or
makes provision satisfactory to the Company for payment of any federal, state
or local withholding taxes required by law to be withheld in respect of this
Option.


 


9.             Amendment. 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, amendment of the Plan or
amendment of this Agreement shall, without the Optionee’s consent, materially
adversely affect the Optionee’s rights under this Agreement.


 


10.           Notices. 
All notices, requests, consents and other communications shall be
in writing and be deemed given when delivered personally, by telex or facsimile
transmission or when received if mailed by first class registered or certified
mail, postage prepaid.  Notices to the
Company or the Optionee shall be addressed as set forth underneath their
signatures below, or to such other address or addresses as may have been
furnished by such party in writing to the other.


 


11.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts
without regard to conflict of law principles.


 


12.           Counterparts.  For the convenience of the parties and to
facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.


 

















 


Exhibit A


 


NOTICE OF STOCK OPTION
EXERCISE


 


	
   

  	
   

  	
  [DATE]

  



 


[   ]


[INSERT ADDRESS]


Attention: 
Treasurer


 


Dear Sir or Madam


 


Pursuant to the terms of the
stock option agreement between myself and Chase Corporation (the “Company”)
dated                 
(the “Agreement”), under the Company’s 2005 Incentive Plan, I, [Insert Name]                                    ,
hereby [Circle One] partially/fully exercise such Option by including herein
payment in the amount of $                    
representing the purchase price for [Fill in number of Underlying Shares]                
Shares.  I have chosen the following form(s) of
payment:


 


	
  [ ]

  	
   

  	
  1.

  	
   

  	
  Cash

  
	
  [ ]

  	
   

  	
  2.

  	
   

  	
  Certified or bank check payable to [   ]

  
	
  [ ]

  	
   

  	
  3.

  	
   

  	
  Other (as described in the Plan (please describe))

  
	
   

  	
   

  	
   

  	
   

  	
                                                                                                                         .

  



 


In connection with my
exercise of the Option as set forth above, I hereby represent and warrant to
the Company as follows:


 


(i)            I am purchasing
the Shares for my own account for investment only, and not with a view to, or
for sale in connection with, any distribution of the Shares in violation of the
Securities Act, or any rule or regulation under the Securities Act.


 


(ii)           I have had such
an opportunity as I have deemed adequate to obtain from the Company such
information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company and have consulted with my own advisers with respect
to my investment in the Company.


 


(iii)          I have
sufficient experience in business, financial and investment matters to be able
to evaluate the risks involved in the purchase of the Shares and to make an
informed investment decision with respect to such purchase.


 


(iv)          I can afford a
complete loss of the value of the Shares and am able to bear the economic risk
of holding such Option Shares for an indefinite period of time.


 


(v)           I understand
that the Shares have not be registered under the Securities Act (it being
understood that the Shares are being issued and sold in reliance on the
exemption provided in Rule 701 thereunder) or any applicable state
securities or “blue sky” laws and may not be sold or otherwise transferred or
disposed of in the absence of an effective registration statement under the
Securities Act of 1933 and under any applicable state securities or “blue sky”
laws (or 


 

















 


exemptions
from the registration requirements thereof). 
I further acknowledge that certificates representing Shares will bear
restrictive legends reflecting the foregoing.


 


(vi)          I understand
and agree that the Shares when issued will continue to be subject to the Plan.


 


	
   

  	
  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
  Address: