Exhibit 10.2


 


CHASE CORPORATION


 


EMPLOYEES’ SUPPLEMENTAL SAVINGS PLAN


 


Effective January 1, 2008


 

















 


ARTICLE I

NAME, PURPOSE AND EFFECTIVE DATE


 


1.01                           Background.


 


Chase
Corporation established the Chase Corporation Employees’ Supplemental Pension
and Savings Plan (the “Prior Plan”) effective as of January 1, 1994, which
was amended effective January 1, 2005, solely for the purpose of providing
supplemental pension and savings plan benefits which are not provided under the
Pension Plan for Employees of Chase Corporation and the Chase Corporation
Deferred Salary Savings Plan.  In order
to provide greater flexibility and in light of the enactment of Section 409A
of the Internal Revenue Code of 1986, as amended as part of the American Jobs
Creation Act of 2004, and the issuance of various guidance thereunder, the
Board of Directors of Chase Corporation hereby amends and restates the Prior
Plan to create two plans, the Chase Corporation Employees’ Supplemental Pension
Plan and the Chase Corporation Employees’ Supplemental Savings Plan.  Effective as of January 1, 2008, the
portion of the Prior Plan that consists of the Supplemental Pension Plan
Benefit shall be transferred to and governed by the terms f the Chase
Corporation Employees’ Supplemental Pension Plan and the portion of the Prior
Plan that consists of the Supplemental Savings Plan Benefit shall be
transferred to and governed by this plan, which shall be known as the Chase
Corporation Employees’ Supplemental Savings Plan.


 


1.02                           Effective Date.


 


This Supplemental Savings Plan shall be effective as
of January 1, 2008.


 


1.03                           Plan Unfunded and Limited to
Select Group of Management or Highly Compensated Employees.


 


The
Supplemental Savings Plan is unfunded and is maintained primarily for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended, and shall be
interpreted and administered accordingly.


 


ARTICLE II

DEFINITIONS


 


When
used herein, the following terms defined hereinafter shall have the following
meanings unless a different meaning is clearly required by the context of the
Plan:


 


2.01                           “Account” means
the bookkeeping accounts established pursuant to Article VI and maintained
by the Employer in the names of the respective Participants, to which all
amounts deferred, Employer contributions and earnings allocated under the Plan
shall be credited, and from which all amounts distributed pursuant to the Plan
shall be debited.


 


2.02                           “Board” means
the Board of Directors of the Employer.


 


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2.03                           “Change in
Control” means a “change in ownership” of the Employer, a “change in effective
control” of the Employer or a “change in the ownership of a substantial portion
of the assets” of the Employer, within the meaning of Section 409A of the
Code.


 


2.04                           “Code” means
the Internal Revenue Code of 1986, as amended from time to time.  Reference to a specific provision of the Code
shall include such provision, any valid regulation or ruling promulgated
thereunder, and any provision of future law that amends, supplements, or
supersedes such provision.


 


2.05                           “Compensation”
means the annual compensation paid to a Participant by the Employer for the
calendar year (after any requisite tax withholding and payroll deductions),
including base pay, other regular earnings, performance-based cash bonuses or
incentive bonus payments, any amounts deferred under a salary reduction
agreement pursuant to the Savings Plan or under a “cafeteria plan” (within the
meaning of Section 125 of the Code) maintained by the Employer , but
exclusive of severance pay or salary continuation payments, expense
reimbursements, special executive bonus payments paid by the Employer, awards,
any moving expenses paid by the Employer, car allowance, taxable fringe
benefits, group-term life insurance in excess of $50,000, exercised stock
options and short and long-term disability paid by a third party.


 


2.06                           “Employer”
means Chase Corporation and any subsidiary and/or affiliated corporation which
has adopted this Plan.


 


2.07                           “Participant”
means an employee of the Employer who has been designated a Participant in this
Plan in the manner set forth in Article III.


 


2.08                           “Plan
Administrator” means Chase Corporation, or its duly authorized representative.


 


2.09                           “Plan” or “Supplemental
Savings Plan” means Chase Corporation Employees’ Supplemental Savings Plan.


 


2.10                           “Savings Plan”
means the Chase Corporation Deferred Salary Savings Plan, as amended thereafter
from time to time.


 


ARTICLE III

ELIGIBILITY


 


An
employee shall be eligible to participate in the Plan if he has satisfied the
eligibility requirements for participation under the Savings Plan and the
Board, acting upon the recommendation of the Compensation and Management
Development Committee, authorizes his participation in the Plan.  In order to make contributions or have
contributions made on his behalf under Article IV, an Employee who becomes
a Participant must make an election to defer compensation in the manner
provided under Article IV.


 


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ARTICLE IV

ELECTIONS TO DEFER/PARTICIPANT ACCOUNTS


 


4.01                          Election to
Defer Compensation.


 


A
Participant shall have the right to defer all or any portion of his
Compensation that he would otherwise be entitled to receive for a calendar year
by filing a deferral election at the time and in the manner described in this Article IV.  Such deferral election shall be made on the
form provided by the Plan Administrator for this purpose.  Except as provided in Section 4.02, no
such election shall be effective with respect to Compensation unless it is
filed with the Plan Administrator on or before December 31 of the calendar
year preceding the calendar year to which such election applies.


 


4.02                          Newly Eligible
Employees.


 


Notwithstanding
Section 4.01, a new Participant may elect to defer all or any portion of
his Compensation that he would otherwise be entitled to receive based on the
services performed in the calendar year in which the new Participant became
eligible to participate in the Plan, beginning with the payroll period next
following the filing of a deferral election form with the Plan Administrator
and before the close of such calendar year. 
The new Participant must file the deferral election with the Plan
Administrator within 30 days of the date such new Participant first becomes
eligible to participate in the Plan.  Any
deferral elections by such new Participants for succeeding calendar years shall
be made in accordance with Section 4.01.


 


ARTICLE V


EMPLOYER CONTRIBUTIONS


 


5.01                          Employer
Matching Contribution.


 


Each
year, the Employer shall contribute to the Plan on behalf of each Participant a
matching contribution equal to 50% of the first six percent (6%) of the
Participant’s Compensation (excluding bonuses) deferred under the Plan.  The Employer shall not make a matching
contribution on any bonus compensation for any Participant.


 


5.02                          Additional
Employer Contributions.


 


In addition to the matching contribution described
in Section 5.01, for any Plan Year, the Employer may elect to allocate an
additional discretionary contribution to the account of any Participant or
group of Participants, as selected by the Board, in any amount and manner
determined by the Board.


 


ARTICLE VI


ACCOUNTS


 


6.01                          Participant Account.


 


Compensation deferred by a Participant under the
Plan shall be credited to the Participant’s Account as soon as practicable
after the amounts would have otherwise been paid to the Participant.  Employer contributions shall also be credited
to the Participant’s Account.


 


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6.02                          Investment of Accounts.


 


The Company shall periodically credit gains, losses
and earnings to a Participant’s Account, until the full balance has been
distributed.  Amounts shall be credited
to a Participant’s Account under this Article VI based on the results that
would have been achieved had amounts credited to the Account been invested as
soon as practicable after crediting into the investment options designated by
the Plan Administrator (which investment options may include the investment
options offered under the Savings Plan) and selected by the Participant.  The Plan Administrator may permit changes in those investment
directions at whatever frequency it deems appropriate and within whatever
limitations are applicable to any investment option.  If a Participant makes an investment
selection, the Plan Administrator may follow such investment selection but
shall not be legally bound to do so and no provision of this Plan will require
the Company to actually invest any amounts in such investment options or
otherwise.


 


6.03                          Vesting.


 


A
Participant shall be fully vested at all times in his Account in this Plan.


 


ARTICLE VII


DISTRIBUTION OF A PARTICIPANT’S ACCOUNT


 


7.01                          Distribution.


 


A
Participant shall be entitled to a distribution of his or her Account in the
Plan upon the Participant’s separation from service with the Employer (within
the meaning of Section 409A of the Code), including retirement and
death.  Subject to the provisions of Section 7.02,
amounts credited to a Participant’s Account shall be distributed to the
Participant in a lump sum as soon as administratively practicable after the Participant’s
separation from service but no later than the end of the calendar year in which
the Participant separated from service with the Employer, including retirement.


 


7.02                          Section 409A
Delayed Distribution for Specified Employees.


 


If
a Participant is a “specified employee” of the Employer, within the meaning of Section 409A(a)(2)(B)(i) of
the Code at the time the Participant separates from service with the Employer,
distribution of the Participant’s account shall be made in a lump sum on the
earlier of (i) the first business day that is six (6) months and one
day following the date of the Participant’s “separation from service” (as such
term is defined by Code Section 409A and the regulations promulgated
thereunder), or (ii) the date of the Participant’s death, but only to the
extent such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2).  For purposes of identifying a “specified
employee”, the definition of compensation under Treas. Reg. Section 1.415(c)(-2(d)(2),
the specified employee identification date shall be December 31, and the
specified employee effective date shall be the first day of the fourth month
following the identification date.


 


7.03                          Death Benefit.


 


If
a Participant’s service providing relationship with the Employer terminates by
reason of his death or if he dies after he is no longer in a service providing
relationship with the Employer but prior to the distribution to him of all
amounts payable to him under the Plan, the 


 


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amounts
that would otherwise be distributable to him, if living, shall be distributed
to his designated beneficiary or beneficiaries and any reference to a
Participant in Section 4.01, above, shall be deemed to include a reference
to his designated beneficiary or beneficiaries. 
All beneficiary designations shall be made in such form and manner as
from time to time may be prescribed by the Plan Administrator.  A Participant from time to time may revoke or
change any beneficiary designation on file with the Plan Administrator.  If there is no effective beneficiary
designation on file with the Plan Administrator at the time of Participant’s
death, distribution of amounts otherwise payable to the deceased Participant
under this Plan shall be made to his estate. 
If a beneficiary designated by a Participant to receive his benefit
shall survive the Participant but die before receiving all distributions
hereunder, the balance thereof shall be paid to such deceased beneficiary’s
estate, unless the deceased Participant’s beneficiary designation provides
otherwise.


 


ARTICLE VIII

ADMINISTRATION


 


8.01                          Duties of the
Plan Administrator.


 


The
Plan shall be administered by the Plan Administrator in accordance with its terms
and purposes.  The Plan Administrator
shall determine the amount and manner of payment of the benefits due to or on
behalf of each Participant from the Plan and shall cause them to be paid by the
Employer accordingly.


 


8.02                          Finality of
Decisions.


 


The
Plan Administrator is expressly granted, without intending any limitation, the
discretion to construe the terms of the Plan and to determine eligibility for
benefits hereunder.  The decisions made
by and the actions taken by the Plan Administrator in the administration of the
Plan shall be final and conclusive on all persons, and neither the Plan
Administrator nor the Employer shall be subject to individual liability with
respect to the Plan.


 


8.03                          Claims
Procedure.


 


(a)                                  Application for
Benefits.  The Plan
Administrator shall furnish to each Participant information about the benefits
to which he or she is entitled under the Plan. 
The Plan Administrator may require any person claiming benefits under
the Plan to submit a written application, together with such documents,
evidence, and information as it considers necessary to process the claim.


 


Any
request for benefits by a Participant or Beneficiary will be filed in writing
with the Plan Administrator.  Within a
reasonable period after receipt of a claim, the Plan Administrator will provide
written notice to any claimant whose claim has been wholly or partly denied,
including:  (a) the reasons for the
denial, (b) the Plan provisions on which the denial is based, (c) any
additional material or information necessary to perfect the claim and the
reasons it is necessary, and (d) the Plan’s claims review procedure.


 


(b)                                 Action on
Application.  Within
ninety (90) days after receipt of an application and all necessary
documents and information, the Plan Administrator shall furnish the claimant
with 


 


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a
written notice of its decision.  If the
Administrator denies the claim in whole or in part, the notice will set forth (1) specific
reasons for the denial, with specific reference to Plan provisions upon which
the denial is based; (2) a description of any additional information or
material necessary to process the application with an explanation why such
material or information is necessary; and (3) an explanation of the Plan’s
claim review procedure.  If special
circumstances require an extension of time for processing the claim, the Plan
Administrator shall furnish the claimant written notice of the extension before
the end of the initial ninety (90)-day period. 
In no event shall the extension exceed a period of ninety (90) days
from the end of the initial period.  The
notice shall explain the circumstances requiring an extension of time and the
date by which the Plan Administrator expects to render a decision.


 


(c)                                  Claim Review.  The claimant who does not agree with the
decision rendered on his application may request that the Plan Administrator
review the decision.  The request must be
made within sixty (60) days after the claimant receives the decision, or
if the application has neither been approved nor denied within the ninety
(90)-day period specified in subsection (b), then the request must be made
within sixty (60) days after expiration of the ninety (90)-day
period.   Each request for review must be
in writing and addressed to the Plan Administrator. Concurrently with filing
the request for review, or within the sixty (60) days request period, the
claimant may submit in writing to the Plan Administrator a statement of the
issues raised by his appeal and supporting arguments and comments.  During the pendency of his appeal, the
claimant may inspect all documents which are reasonably pertinent to his case,
upon reasonable notice to the Plan Administrator.  However, under no circumstance shall the Plan
Administrator be required to disclose to any claimant information concerning
any person other than the Participant whose benefit is being claimed, to the
extent such information is normally treated as confidential. The Plan
Administrator will render its decision on review promptly and in writing and
will include specific reasons for the decision and references to the plan
provision on which the decision is based, within sixty (60) days following
receipt of the claimant’s request for review. 
If special circumstances require an extension of time, the Plan
Administrator shall render a decision as soon as possible, but not later than
one hundred and twenty (120) days after receipt of the request for
review.  If an extension is required, the
Plan Administrator shall furnish to the claimant written notice of the
extension, including an explanation of the circumstances requiring the
extension, before the extension period begins.


 


ARTICLE IX

MISCELLANEOUS


 


9.01                          Non-Guarantee
Of Employment.


 


Nothing
contained in this Plan shall be construed as a contract of employment between
the Employer and any Participant, or as a right of any such Participant to be
continued in the employment of the Employer, or as a limitation on the right of
the Employer to deal with any Participant, as to their hiring, discharge,
layoff, compensation, and all other conditions of employment in all respects as
though this Plan did not exist.


 


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9.02                          Amendments/Termination.


 


The
Employer reserves the right to make from time to time amendments to or
terminate this Plan by vote duly adopted by the Board of Directors, provided
that no such amendment or termination shall reduce any benefits earned under
the terms of this Plan prior to the date of termination or amendment.  No amendment shall reduce the amount credited
to the Participants’ Accounts.  The
Employer may elect to
terminate the Plan within thirty (30) days preceding or the twelve
(12) months following a Change in Control, subject to the provisions of Section 409A
of the Code.  For the purpose of the
immediately preceding sentence, the Plan shall be treated as terminated only if
substantially similar arrangements sponsored by the Company are terminated, so
that all Participants in the Plan and all participants under substantially
similar arrangements are required to receive all amounts deferred under the
terminated arrangements within twelve (12) months of the date of
termination of the arrangements.


 


9.03                          Rights
Unsecured.


 


No
person shall have any right, other than the right of an unsecured general
creditor, against the Employer with respect to the benefits payable hereunder,
or which may be payable hereunder, to any Participant, surviving spouse or
beneficiary hereunder.  The Plan shall be
operated at all times as
an unfunded plan as required under ERISA. 
Any funds set aside by the Employer for the purpose of meeting its
obligations under the Plan, including any amounts held by a trustee, shall
continue for all purposes to be part of the general assets of the Employer and
shall be available to its general creditors in the event of the Company’s
bankruptcy or insolvency.  The Employer’s
obligation under this Plan shall be that of an unfounded and unsecured promise
to pay money in the future.


 


9.04                          Nonassignability.


 


The
benefits payable under this Plan shall not be subject to alienation,
assignment, garnishment, execution or levy of any kind and any attempt to cause
any benefits to he so subjected shall not be recognized, except to the extent
required by applicable law.


 


9.05                          Entire
Agreement; Successors.


 


This
Plan, including any subsequently adopted amendments, shall constitute the
entire agreement or contract between the Employer and any Participant regarding
the Plan.  There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between the Employer and any Participant relating to the subject matter hereof,
other than those set forth in this Plan. 
This Plan and any amendment shall be binding on the parties hereto and
their respective heirs, administrators, trustees, successors and assigns, and
on all designated beneficiaries of the Participant.


 


9.06                           Successor
Company.


 


In
the event of the dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which a successor to all or a major portion
of the Employer’s property or business shall continue this Plan, and the
successor shall have all of the powers, duties and responsibilities of the
Employer under this Plan.


 


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9.07                          Governing Law.


 


To
the extent not governed by federal law, this Plan shall be construed and
enforced in accordance with, and governed by, the laws of the Commonwealth of
Massachusetts.


 


IN
WITNESS WHEREOF, Chase Corporation has caused this instrument to be executed in
its name and on its behalf this 8th day of July, 2008.


 


 


	
  

  	
  CHASE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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