Exhibit
10.5


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 a Targeted award
of           
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, $.10 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.


The Restricted
Stock Units are subject to a “performance measurement period” based on the
actual results of the Company for the fiscal year beginning on                 
and ending on                 .  The Targeted performance measure has been set
as [Earnings Before Tax (EBT)] of $                .  If the Target is achieved then 100% of the
award will paid out subject to the vesting provisions outlined in this
agreement.


Additionally a “Threshold”
award and a “Stretch” award have also been set. 
The Threshold is the minimum point at which an award is earned and the
Stretch is performance in excess of the Target as summarized below:


	
  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 measurement period fall between the Threshold and
the Target the award will be prorated between 50% and 100% of the Targeted
award.  If the actual results fall
between Target and Stretch, the award will be prorated between 100% and
150%.  Furthermore if the actual results
of the performance measurement period exceed 120% of the Target, the award will
increase on a similar pro rated basis with no cap on the total 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.













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:


The 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

  	
   

  	
  Pro-rated

  	
   

  	
  Paid as scheduled

  
	
  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



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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 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



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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.


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.



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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   .


	
  UNIT HOLDER

  	
   

  	
  CHASE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
												



 



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