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 Value

  	
   

  
	
  Threshold 90%

  	
   

  	
  50

  	
  %

  	
  2500

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Target

  	
   

  	
  100

  	
  %

  	
  5000

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Stretch 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 Shares

  
	
  Retirement

  	
   

  	
  Pro-rated

  	
   

  	
  Paid
  as scheduled

  
	
  Voluntary

  	
   

  	
  All
  shares forfeit

  	
   

  	
  No
  payment

  
	
  Without
  cause

  	
   

  	
  Pro-rated

  	
   

  	
  Paid
  as scheduled

  
	
  With
  cause

  	
   

  	
  All
  shares forfeit

  	
   

  	
  No
  payment

  
	
  Upon
  change of control

  	
   

  	
  Acceleration
  at target

  	
   

  	
  Paid
  at change of control

  
	
  Death
  or disability

  	
   

  	
  Pro-rated

  	
   

  	
  Paid
  as scheduled

  



 


6.     Eligibility:  key executives and others


 


	
  Participant

  	
   

  	
  Target % of Base Salary

  	
   

  
	
  Peter 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