Exhibit 10.1


 


CHASE CORPORATION


 


RESTRICTED
STOCK AGREEMENT UNDER THE 2005 INCENTIVE PLAN


 


This
Restricted Stock Agreement (the “Agreement”),
dated as of                 ,
is by and between Chase Corporation (the “Company”) and                   
(the “Restricted Stockholder”).


 


1.             Grant
of Award.  Pursuant to the terms of
the Chase Corporation 2005 Incentive Plan (the “Plan”), effective as of                     
(the “Grant Date”), the Company hereby grants to the Restricted Stockholder a
targeted award of            
shares of the Company’s common stock, par value $.10 per share (the “Target
Grant”),  subject to the terms and
conditions of this Agreement and the Plan. 
As more fully described below, the shares granted hereby are subject to
forfeiture by the Restricted Stockholder if certain criteria are not satisfied.


 


2.             Performance
Period.  The Target Grant is subject
to a “performance measurement period” based on the actual results of the
Company for the fiscal year beginning on               
and ending on                   
(“Performance Period”).


 


3.             Performance
Criteria.  For the performance
period, a targeted performance measure has been set as [Earnings Before Tax (EBT)] of $                  
(the “Target”).  If the Target is
achieved during the Performance Period, 100% of the Target Grant will awarded,
subject to the vesting provisions set forth in this Agreement.


 


The number of shares of Common Stock in the Target
Grant may increase or decrease depending on whether the “Threshold” performance
measure or “Stretch” performance measure have been achieved during the
Performance Period.  The Threshold
performance measure must be achieved in order to receive any percentage of the
Target Grant.


 


	
  

  Performance

  	
   

  	
  Measurement / 

  EBT

  	
   

  	
  Measurement as a

  % of the Target

  Measurement

  	
   

  	
  Payout % of

  Target Award

  	
   

  
	
  Threshold

  	
   

  	
  $

  	
  [    

  	
  ]

  	
  80

  	
  %

  	
  50

  	
  %

  
	
  Target

  	
   

  	
  $

  	
  [    

  	
  ]

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  Stretch

  	
   

  	
  $

  	
  [    

  	
  ]

  	
  120

  	
  %

  	
  150

  	
  %

  



 


If the actual results of the Performance Period fall
between the Threshold and the Target the award will be prorated between 50% and
100% of the Target Grant.  If the actual
results fall between Target and Stretch, the award will be prorated between
100% and 150% of the Target Grant.  Furthermore
if the actual results of the performance measurement period exceed 120% of the
Target measurement, the award will increase on a similar pro rated basis with
no cap on the total award.  The award
ultimately made at the end of the Performance Period shall be referred to as
the “Restricted Stock Award”.


 

















 


Actual results may be adjusted at the sole discretion
of the Compensation Committee of the Board of Directors for any non-recurring
or special items occurring during the year that impacted Revenue or EBT (either
positively or negatively) during the measurement period.


 


4.             Restrictions
on Stock.  Until the termination of
restrictions as provided in Section 5 hereof, the Restricted Stock may not
be sold, assigned, transferred, pledged or otherwise encumbered except as
provided in this Agreement.  No rights or
interests of the Restricted Stockholder under this Agreement or under the Plan
may be assigned, encumbered or transferred other than (i) to the extent
permitted and in accordance with such procedures adopted by the Administrator
from time to time and (ii) by will or the laws of descent and
distribution.  The naming of a designated
beneficiary will not constitute a transfer.


 


5.             Termination of Restrictions.


 


(a)           Vesting.  The Restricted Stock Award shall vest and
become nonforfeitable and all restrictions set forth in Section 5 hereof
shall lapse, on                                             
(the “Vest Date”), provided the Restricted Stockholder’s service with the
Company has not terminated or ceased on or prior to the Vest Date.


 


(b)           Termination of Service.  If the Restricted Stockholder’s status as an
employee, consultant or director of the Company is terminated prior to the Vest
Date by reason of the Restricted Stockholder’s retirement, death or disability
(as determined by the Administrator or the Company terminating his service
without cause, the Restricted Stock Award shall vest, pro-rated on the date
service is terminated, and the restrictions on the pro-rated vested shares
shall lapse on the date of termination of service.  If the Restricted Stockholder’s status as an
employee, consultant or director of the Company is terminated by the Restricted
Stockholder or by the Company for cause prior to the Vest Date, the Restricted
Stock Award will immediately and irrevocably be forfeited and neither the Restricted Stockholder nor
any successors, heirs, assigns, or legal representatives of the Restricted
Stockholder shall thereafter have any further rights or interest in such
forfeited Restricted Stock or the certificates thereof. For purposes of this
subsection (b), service will be considered as continuing uninterrupted during
any bona fide leave of absence approved in writing by the Company so long as
the Restricted Stockholder’s right to reemployment or survival of his service
arrangement with the Company is guaranteed either by statute or by contract.


 


(c)           Acceleration of Vesting upon
Change in Control.  Unless otherwise
provided for in the vote granting such restricted stock, upon the consummation
of a transaction resulting in a Change in Control of the Company prior to the
Vest Date, all restrictions remaining on any Restricted Stock shall lapse.


 


6.             Rights as Stockholder.  Upon the issuance of a certificate or
certificates representing the Restricted Stock, the Restricted Stockholder
shall thereupon be a stockholder and, subject to the provisions of Section 4
hereof, have all the rights of a stockholder with respect to such Restricted
Stock, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Restricted Stock; provided,
however, that such Restricted Stock and any new, additional or different
securities the Restricted Stockholder may become entitled to receive with
respect to such Restricted Stock by virtue of a stock split, dividend or other
change in the corporate or capital structure of the Company shall be subject to



 


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the vesting and
forfeiture provisions, restrictions on transfer and other restrictions set
forth in this Agreement and the Plan.


 


7.             Stock Certificates; Legend.  Certificates for Restricted Stock shall be issued in
the Restricted Stockholder’s name and shall be held by the Company until the
Restricted Stock shall become vested and all restrictions thereon have
lapsed.  The Company shall serve as attorney-in-fact
for the Restricted Stockholder during the period during which the Restricted
Stock are unvested with full power and authority in the Restricted Stockholder’s
name to assign and convey to the Company any Restricted Stock held by the
Company for the Restricted Stockholder if the Restricted Stockholder forfeits
the shares under the terms of the this Agreement and the Plan.  Certificates representing the Restricted
Stock shall bear the following legend:


 


“The Shares represented by this Stock Certificate have been granted as
restricted stock under the Chase Corporation 2005 Equity Incentive Plan.  The Shares represented by this Stock
Certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of unless the restrictions set forth in the
Restricted Share Agreement between the registered holder of these Shares and
Chase Corporation shall have lapsed.


 


Upon the vesting of the
Restricted Stock, the Company shall so notify the Secretary of the Company and
the Secretary shall obtain from the Company certificates representing all such
shares that have vested, which certificates shall not bear any restrictive
endorsement making reference to this Agreement, and shall deliver such
certificates to the Restricted Stockholder.


 


8.             No
Right to Continued Employment.  This
Agreement shall not confer upon the Restricted Stockholder any right with
respect to continuance of employment by, or service with, the Company, nor shall it
interfere in any way with the right of the Company to terminate the Restricted
Stockholder’s service at any time and for any reason.


 


9.             Adjustment
to Common Stock.  In the event of any
stock split, stock dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to holders of
Common Stock other than a normal cash dividend, the Committee shall make
approximate and equitable adjustments in the Restricted Stock corresponding to
adjustments made by the Committee in the number and kind of shares which may be
issued under the Plan.  Any new,
additional or different securities to which the Restricted Stockholder shall be
entitled in respect of Restricted Stock by reason of such adjustment shall be
deemed to be Restricted Stock and shall be subject to the same terms,
conditions and restrictions as the Restricted Stock so adjusted.


 


10.           Withholding Taxes.  The Restricted Stockholder acknowledges that the
Company is not responsible for the tax consequences to the Restricted
Stockholder of the granting or vesting of the Restricted Stock, and that it is
the responsibility of the Restricted Stockholder to consult with the Restricted
Stockholder’s personal tax advisor regarding all matters with respect to the
tax consequences of the granting and vesting of the Restricted Stock.  The Company shall have the right to deduct
from the Restricted Stock or any payment to be made with respect to the
Restricted Stock any amount that federal, state, local or foreign tax law
required to be withheld with respect to the Restricted Stock or any such
payment.  Alternatively, the Company may 


 


3

















 


require that the
Restricted Stockholder, prior to or simultaneously with the Company incurring
any obligation to withhold any such amount, pay such amount to the Company in
cash or in shares of the Company’s Common Stock (including shares of Common
Stock retained from the Restricted Share Award creating the tax obligation),
which shall be valued at the Fair Market Value of such shares on the date of
such payment.  In any case where it is
determined that taxes are required to be withheld in connection with the issuance,
transfer or delivery of the shares, the Company may reduce the number of shares
so issued, transferred or delivered by such number of shares as the Company may
deem appropriate to comply with such withholding.  The Company may also impose such conditions
on the payment of any withholding obligations as may be required to satisfy
applicable regulatory requirements under the Exchange Act.


 


11.           Governing
Law.  This Agreement shall be
construed and administered in accordance with and governed by the laws of the
Commonwealth of Massachusetts (without giving effect to any conflict or choice
of laws provisions thereof that would cause the application of the domestic
substantive laws of any other jurisdiction).


 


12.           Notice of Election Under Section 83(b).
If the Restricted Stockholder makes an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, and the regulations and rulings
promulgated thereunder, he will provide a copy thereof to the Company within
thirty days of the filing of such election with the Internal Revenue Service.


 


13.           Notices. 
Any notice hereunder to the Company shall be addressed to the Company at
its principal business office, 26 Summer Street, Bridgewater, Massachusetts
02324 and any notice hereunder to the Restricted Stockholder shall be sent to
the address reflected on the records of the Company, subject to the right of
either party to designate at any time hereafter in writing some other address.


 


14.           Amendment of
Agreement.  The Company may amend,
modify  or terminate this Agreement, provided
that the Restricted Stockholder’s consent to such action shall be required unless the Company determines that
the action, taking into account any related action, would not materially and
adversely affect the Restricted Stockholder.


 


15.           Successors and
Assigns; No Third Party Beneficiaries. 
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators
of the parties hereto.  There are no
third party beneficiaries of this Agreement.


 


16.           Entire Agreement.  This Agreement and the Plan constitute the
full and entire understanding and agreement of the parties with regard to the
Restricted Stock and supersede in their entirety all other prior agreements, whether
oral or written, with respect thereto.


 


17.           Severability.  In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not in any way be affected
or impaired thereby, and each provision of this Agreement shall be enforced to
the fullest extent permitted by law.


 


18.           Waivers.  Any waiver by the Company of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach of such provision or any other provision hereof.


 


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19.           Defined Terms.  Capitalized terms used but not defined in this
Agreement will have the meanings specified in the Plan.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the          day of                       ,
200     .


 


	
  RESTRICTED
  STOCKHOLDER  

  	
  CHASE
  CORPORATION  

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
																	



 


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