Exhibit
10.15.2


 


Final


 


Exhibit B


 


Chase Corporation


 


Promissory Note


 


	
  $                              

  	
   

  	
   

  	
   

  	
   

  	
                         ,
  2009

  



 


For value received, the undersigned, Chase Corporation, a Massachusetts
corporation (“Chase”), promises to pay to                                   
of                                                             
(“Payee”), the principal amount of                               ,
in three consecutive annual installments of $                    
each, on each of the dates that is twelve, twenty-four and thirty six months
from the date hereof (each such date, a “Payment Date”), together with accrued
interest thereon. Interest shall accrue on the unpaid principal balance of this
note at a rate per annum equal to the applicable Federal rate established by
the Internal Revenue Service in accordance with Section 1274(d) of
the Internal Revenue Code.


 


Interest on this note shall be calculated on the basis of the actual
number of days elapsed and a 360-day year.


 


Principal and interest shall be payable, in lawful money of the United
States of America, by wire transfer of immediately available funds to such bank
or other financial institution account of the Payee as is set forth in Exhibit A
to the Agreement (as defined below), or to such other account with a bank or
other financial institution located within the United States as may hereafter
be designated by the Payee in writing to Chase (in which case Payee shall be
responsible for supplying accurate and timely wiring instructions for such
account to Chase); provided, that the Payee, at the Payee’s option, may, by
written notice to Chase, require Chase to make any or all of such payments by
certified check to the Payee’s principal residence as identified in such notice.


 


Notwithstanding the foregoing, one percent (1%) of the amount of any
principal, interest, and/or late charge payments made by Chase to the Payee
under this note shall be paid to Einhorn Associates, Inc. (“Einhorn”),
as provided in Section 2.3(e) of the Agreement.  Such payments shall be made to Einhorn by
wire transfer of immediately available funds to such bank or other financial
institution account as designated by Einhorn to Chase for payment of the
portion of Einhorn’s fee that is payable upon the closing of the Agreement, or
to such other account with a bank or other financial institution located within
the United States as may hereafter be designated by Einhorn in writing to
Chase.


 


Chase shall pay a late charge equal to six percent (6%) of the amount
of any principal or interest which is not paid within five (5) days of delivery
of written notice of nonpayment by either the Payee or a Shareholder
Representative (as defined in the Agreement).  The foregoing does not limit any other rights
the Payee may have under this note or at law by reason of any such late
payment.


 


This is one of a series of five (5) notes (the “Notes”)
issued in connection with the purchase by Chase of all of the outstanding
shares of stock of CIM Industries Inc., a New Hampshire corporation (“CIM”),
pursuant to a Stock Purchase Agreement dated August       ,
2009 entered into among Chase, CIM and the Payees of the Notes (the “Agreement”).
 Each of 


 

















 


the Notes is identical except for the
identity of the Payees and the principal amount thereof.  Pursuant to Article 6 of the Agreement,
payments due under the Notes are subject to a right of set-off by Chase as
described in, and subject to the terms and conditions of, such Article (“Set-off
Right”), which Article’s terms and conditions are fully set forth in the
Agreement (a copy of which has been signed by and delivered to Chase and each
of the Payees).  The foregoing set-off
provisions are incorporated herein by reference as if set forth in their
entirety in this note.  Chase’s
nonpayment of principal and/or interest as and when due under this Note by
reason of its good faith exercise of its Set-off Right shall not trigger a late
payment fee.


 


At the option of the Payee, this note shall become immediately due and
payable without notice or demand upon the occurrence at any time of any of the
following events of default: (1) failure to pay in full and when due any
installment of principal or interest under this note or under any of the other Notes;
(2) the liquidation, termination or dissolution of Chase, or its ceasing
to actively carry on business, or the appointment of a receiver for its
property; (3) the institution by or against Chase of any proceedings under
the United States Bankruptcy Code or any other law in which the Chase is
alleged to be insolvent or unable to pay its debts as they mature, and in the
case of any such involuntary proceedings, if such proceedings are not dismissed
or terminated within sixty (60) days; or (4) the making by Chase of an
assignment for the benefit of creditors.


 


No delay or omission on the part of the Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Payee, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion.  Chase, regardless of the time, order or place
of signing, waives presentment, demand, protest and notices of every kind and
assents to any extension or postponement of the time of payment or any other
indulgence, to any substitution, exchange or release of collateral, and to the
addition or release of any other party or person primarily or secondarily
liable.


 


Chase agrees to pay, upon demand, costs of collection of the principal
of and interest on this note, including without limitation reasonable attorneys’
fees.


 


This note shall be binding upon Chase and upon its respective
successors, assigns and legal representatives, and shall inure to the benefit
of the Payee and the Payee’s heirs, successors, endorsees and assigns.


 


This note shall be governed by the laws of the Commonwealth of
Massachusetts, and shall take effect as a sealed instrument.


 


Executed as an instrument under seal as of the date set forth at the
beginning of this note.


 


	
  Witness

  	
   

  	
  Chase Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Peter R. Chase, Chairman and CEO

  



 


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Schedule of Promissory Note Holders and Total Dollar
Amount of Promissory Note:


 


	
  Promissory
  Note Holders

  	
   

  	
  Total Dollar Amount of Promissory Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas A. Palmer

  	
   

  	
  $

  	
  278,520

  	
   

  
	
  Robert E. Scribner

  	
   

  	
  $

  	
  1,395,660

  	
   

  
	
  Scott S. Scribner

  	
   

  	
  $

  	
  834,780

  	
   

  
	
  Richard H. Stephens

  	
   

  	
  $

  	
  245,520

  	
   

  
	
  Paul W. Sullivan

  	
   

  	
  $

  	
  245,520

  	
   

  



 


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