Exhibit 10.2
CHASE CORPORATION
Long Term Incentive Plan
Award Design and Grant Process
Fiscal Year Ending August 31, 2008
Key Provisions
· Long term incentive: performance shares
· Performance measures: Earnings Before Tax (EBT) as approved by the Board of Directors
· Performance measurement period: September 1, 2007 through August 31, 2008
· Vesting: 2 years after performance measurement period (August 31, 2010)
· Grant date: first day of measurement period
· Stock price for award: closing price for last trading day prior to grant date ($17.27)
· Threshold: the point at which an award is earned (80% of target). Between threshold and target the award increases on a pro-rata basis.
· Stretch area: performance in excess of target awarded at a higher rate (150% for 120% achievement) with no cap.
· Termination provisions
Termination Event |
| Vesting |
| 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 |
Example: |
|
| |
| Grant 1000 performance shares |
|
|
| Stock price (8/31/07) is $17.27 |
|
|
| Threshold is 80% of target |
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|
| Stretch area pays out pro-rata at rate of 150% for 120% achievement. |
|
|
Performance |
| EBT |
| Payout % of Target |
| Vesting Shares |
|
Threshold |
| 80% of Target |
| 50% |
| 500 |
|
Target |
| 100% of Target |
| 100% |
| 1000 |
|
Stretch at 120% |
| 120% of Target |
| 150% |
| 1500 |
|
· Eligibility: Recommended award levels @ Target
Participant | Shares @ |
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|
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Peter R. Chase (CEO) | 26,962 |
|
|
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Adam P. Chase (COO) | 9,357 |
|
|
|
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Terry M. Jones (CMO) | 6,809 |
|
|
|
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Kenneth L. Dumas (CFO) | 5,472 |
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Total | 48,600 |
|
Pre-tax expense at target is 48,600 @ $17.27=$839,322 spread over 3 years.
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 2008 SCHEDULE
· Q4/07 Board approves continuance of plan and sets grant date
· Q1/08 Goals and awards proposed by management for 2008
· Q1/08 C&MD Committee reviews and approves 2007 vesting and 2008 plan
· Q1/09 Management presents assessment of goal achievement and 2009 proposal
· Q1/09 C&MD Committee approves 2008 vesting and 2009 goals/awards
· Q4/10 Vested 2008 shares are released to participant