Exhibit 10.12.2  CHASE CORPORATION  Long Term Incentive Plan Award Design and Grant Process Fiscal Year Ending August 31, 2010  Key
Provisions  1.There are three reward
vehicles:  1) Performance-based
restricted stock, 2) Time-vested restricted stock and 3) Stock Options.  The C+MDC will decide which will be used each
year.  For FYE 2010 performance shares
will be 100%.  2.Time-vested restricted stock
is fixed and not subject to performance measures and will vest 3 years after
granted subject to grant date, pricing, and termination provisions listed
below.  3.Stock options will be fixed
based on a Black-Sholes calculation, will vest over 3 years and be exercisable
for 10 years.  4.Performance shares will be
in the form of restricted stock subject to performance and other criteria as
follows.  ·Performance measures:  Target is earnings per share (EPS) based on
current years budget determined by dividing net income by the number of
diluted shares outstanding as of September 1, 2009 (the beginning of the
fiscal year). Actual is net income for the measurement period divided by the
number of diluted shares outstanding at the beginning of the fiscal year. ·Performance measurement period:  September 1, 2009 through August 31,
2010 ·Vesting:  2
years after performance measurement period (August 31, 2012) ·Grant date: 
first day of measurement period ·Stock price for award:  closing price for last trading day prior to
grant date ·Threshold: 
the point at which an award is earned (90% of target).  Between threshold and target the award
increases on a linear basis. ·Stretch area: 
performance in excess of target awarded at a higher rate (200% for 120%
achievement) with a cap of 200%.  Between
target and cap award increases on a linear basis.  Example:  Total
opportunity is $50,000 at target; performance share opportunity is $50,000 at
target Stock
price (8/31/2009) is $10.00 Threshold
is 90% of target  Performance
  
  Payout % of Target
  
  Vesting Shares
  
  Reward ValueThreshold 90%
  
  50
  %
  2500
  
  $
  25,000Target
  
  100
  %
  5000
  
  $
  50,000Stretch at 120%
  
  200
  %
  10,000
  
  $
  100,000


Plan
metrics:  standard performance measures
are 90% threshold, 100% target and 120% maximum.  Standard
award measures are 50% at threshold, 100% at target and 200% at maximum.  5.Termination provisions:  Termination Event
  
  Year
  
  Payment in SharesRetirement
  
  Pro-rated
  
  Paid
  as scheduledVoluntary
  
  All
  shares forfeit
  
  No
  paymentWithout
  cause
  
  Pro-rated
  
  Paid
  as scheduledWith
  cause
  
  All
  shares forfeit
  
  No
  paymentUpon
  change of control
  
  Acceleration
  at target
  
  Paid
  at change of controlDeath
  or disability
  
  Pro-rated
  
  Paid
  as scheduled  6.Eligibility:  key executives and others  Participant
  
  Target % of Base SalaryPeter R. Chase
  
  100
  %Adam P. Chase
  
  80
  %Kenneth L. Dumas
  
  60
  %  Award
opportunities are set annually and the plan is subject to the approval of the
Compensation and Management Development (C&MD) Committee and may be
modified from time to time.  FY
2010 SCHEDULE  ·Q4/09  Board approves continuance of plan
and sets grant date ·Q4/09  Goals and awards proposed by
management for 2010 ·Q4/09  C&MD Committee reviews and
approves 2010 plan ·Q1/11  C&MD Committee approves 2010
results ·Q4/12  Vested 2011 shares are released to
participant