Exhibit
10.4


CHASE CORPORATION


RESTRICTED STOCK UNIT AGREEMENT


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


1.             Award.  Pursuant to the terms of the Chase
Corporation 2005 Incentive Plan (the “Plan”), effective as of                 
(“Grant Date”), the Company hereby grants to the Unit Holder [    ]
Restricted Stock Units subject to the terms and conditions of this Agreement
and the Plan. Restricted Stock Units are notational units of measurement
denominated in shares of common stock of Chase Corporation, $.01 par value (“Common Stock”).  Each Restricted Stock Unit represents a
hypothetical share of Common Stock, subject to the conditions relating to
forfeiture and restrictions on transferability set forth below and in the Plan.
The Restricted Stock Units shall be credited to the Unit Holder in an unfunded
bookkeeping account established for the Unit Holder.


2.             Vesting of
Restricted Stock Units.  The period
of time between the Grant Date and the vesting of Restricted Stock Units (and
the termination of restriction thereon) will be referred to herein as the “Restricted Period.”


(a)           Vesting.  The Restricted Stock Units shall vest and become
nonforfeitable (provided the Unit Holder’s service with the Company has not
terminated at the time of vesting) in accordance with the following schedule:


Restricted Stock Units will vest on                 
with adjustments to the vesting of the actual award made in accordance
with the following Termination events.


	
  Termination Event

  	
   

  	
  Vesting

  	
   

  	
  Payment in Shares

  
	
  Retirement

  	
   

  	
  All shares forfeited

  	
   

  	
  No payment

  
	
  Voluntary

  	
   

  	
  All shares forfeited

  	
   

  	
  No payment

  
	
  Without cause

  	
   

  	
  Pro-rated

  	
   

  	
  Paid as scheduled

  
	
  With cause

  	
   

  	
  All shares forfeited

  	
   

  	
  No payment

  
	
  Upon change of control

  	
   

  	
  Acceleration at target

  	
   

  	
  Paid at change of control

  
	
  Death or disability

  	
   

  	
  Pro-rated

  	
   

  	
  Paid as scheduled

  



 


When applying this schedule, any fractional units
shall be rounded up to the next whole unit, but in the aggregate may not exceed
the total number of Restricted Stock Units granted on the Grant Date.  Upon vesting, each Restricted Stock Unit will
be converted into one share of Company Common Stock and the Unit Holder will be
issued shares of Common Stock equal to the number of Restricted Stock Units
held, free of any restrictions.













(b)           Termination of Service.  Upon termination of service from the
Company either voluntarily or involuntarily for any reason other than the Unit
Holder’s death or disability (as determined by the Administrator and within the
meaning of Section 409A of the Code), the Unit Holder shall receive Restricted
Stock Units in accordance with the Vesting Schedule above, without the payment
of any consideration or further consideration by the Company.  Upon forfeiture, neither the Unit Holder nor
any successors, heirs, assigns, or legal representatives of the Unit Holder
shall thereafter have any further rights or interest in the unvested Restricted
Stock Units or certificates therefor. For purposes of this paragraph, service
will be considered as (i) continuing uninterrupted during any bona fide leave
of absence approved in writing by the Company and (ii) continuing any change of
employment within or among the Company and its subsidiaries as long as the Unit
Holder continues to be an employee of the Company or any of its
subsidiaries.  If a Unit Holder’s service
is terminated as a result of his or death or disability (as determined by the
Administrator and within the meaning of Section 409A of the Code), the award of
Restricted Stock Units will be pro-rated based on the date service is
terminated.


(c)           Acceleration
of Vesting.  Notwithstanding the
foregoing, upon the consummation of a transaction resulting in a Change in
Control of the Company, all unvested Restricted Stock Units shall become vested
and nonforfeitable immediately prior to the Change in Control, and all
certificates representing such shares of Common Stock shall be delivered to the
Restricted Unit Holder upon the Change in Control.


4.             Nontransferability.  This
Agreement and the Restricted Stock Units may not be sold, assigned, alienated,
transferred, pledged or otherwise encumbered by the Unit Holder, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution and any attempt to sell, assign, alienate, transfer, pledge or
otherwise encumber the same shall be void.


5.             No Rights as a
Stockholder.  The Unit Holder shall not be entitled to vote any shares of Common Stock
that may be acquired through
conversion of Restricted Stock Units to Common Stock, shall not receive any
dividends attributed to such shares of Common Stock, and shall have no other
rights of a stockholder with respect to the Restricted Stock Units unless and
until the Common Stock issuable upon conversion of the Restricted Stock Units
has been delivered to the Unit Holder.


6.             No Right to
Continued Employment.  This
Agreement shall not confer upon the Unit Holder 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 Unit Holder’s service at any time.


7.             Compliance with Law
and Regulations.  This Agreement and the obligation of Company
to issue and deliver shares of Common Stock upon conversion of the Restricted
Stock Units shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or regulatory agency as
may be required (including without limitation the effective registration or
exemption of the issuance of such shares under the Securities Act of 1933, as
amended (the “Securities Act”)
and applicable state securities laws). 
Moreover, the Restricted Stock Units shall not be converted to Common
Stock if such conversion would be contrary to applicable law.  The Unit Holder hereby confirms that the Unit
Holder has been informed that any shares of Common Stock delivered upon
conversion of the Restricted Stock Units acquired hereunder may not be resold
or transferred unless such shares are



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first
registered under applicable securities laws or unless an exemption from
registration is available.  The Company
shall in no event be obligated to register any securities for resale pursuant
to the Securities Act or to take any other affirmative action in order to cause
the issuance or transfer thereof to comply with any law or regulation of any
governmental authority.


8.             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 number and class of securities each Restricted Stock Unit shall
be convertible into under this Agreement shall be appropriately adjusted and
equitable adjusted so as to maintain the proportionate number of shares.


9.             Withholding.  To the extent that the vesting
or receipt of the Restricted Stock Units or the lapse of any restrictions
results in income to the Unit Holder for federal or state tax purposes, the
Unit Holder shall pay to the Company, or make provision satisfactory to the
Company for payment of, any taxes required  by law to be
withheld in connection with this Agreement no later than the time of such
receipt or lapse, as the case may be. 
The Unit Holder may satisfy such tax obligations by delivering to the
Company (i) cash in the form of wire transfer or check or (ii) shares of Common
Stock, including shares retained from this Agreement, valued at their fair
market value as determined by (or in a manner approved by) the Company in good
faith or (iii) a combination of (i) and (ii). 
The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Unit Holder.


10.           Common Stock Reserved.  The
Company shall at all times during the term of this Agreement reserve and keep
available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement.


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.           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 Unit Holder 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.


13.           Amendment of Agreement.  The
Company may amend, modify  or terminate
this Agreement, provided that the Unit Holder’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 Unit Holder.


14.           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.



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15.           Provisions of the
Plan.  This Agreement is subject to the provisions
of the Plan, a copy of which the Unit Holder hereby acknowledges receiving with
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 Units 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.


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   .


	
  UNIT HOLDER

  	
   

  	
  CHASE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
												



 



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