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EXHIBIT 10.45
CHASE CORPORATION
Incentive Stock Option
CHASE CORPORATION (the "Company"), a Massachusetts corporation, as an
incentive and inducement to ____________ (the "Optionee"), who is presently an
employee of the Company, to devote his best efforts to the affairs of the
Company, which incentive and inducement the Company has determined to be
sufficient consideration for the grant of this Option, hereby grants to the
Optionee the right and option (the "Option") to purchase from the Company up to
28,569 shares of its Common Stock, $.10 par value (the "Stock"). This Option is
granted under, and is subject to the provisions of, the Company's 2001 Senior
Management Stock Plan (the "Plan") and shall be exercisable only on the
following terms and conditions:
1. The price to be paid for each share of Stock upon exercise of the
whole or any part of this Option shall be $10.50 which is not less than 100% of
the fair market value of a share of Stock of the Company on the date hereof.
2. This Option may be exercised,
at any time after October 9, 2001, as to 9,523 shares,
at any time after October 9, 2002, as to 9,523 additional shares,
at any time after October 9, 2003, as to 9,523 additional shares;
provided, however, that this Option may not be exercised as to any shares after
the expiration OF ten years from the date hereof.
3. This Option may be exercised at any time and from time to time,
subject to the limitation - of section 2 above up to the aggregate number of
shares specified herein, but in no event for the purchase of other than full
shares. Written notice of exercise shall be delivered to the Company specifying
the number of shares with respect to which the Option is being exercised and a
date not later than fifteen days after the date of the delivery of such notice
as the date on which the Optionee will take up and pay for such shares. On the
date specified in such notice, the Company will deliver to the Optionee a
certificate for the number of shares with respect to which the Option is being
exercised against payment therefore in cash, by certified check or in such other
form, including shares of Stock of the Company valued at their fair market value
on the date of delivery, as the Compensation Committee may at the time of
exercise approve.
4. The Optionee shall not be deemed, for any purpose, to have any rights
whatever in respect of shares to which the Option shall not have been exercised
and payment made as aforesaid. The Optionee shall not be deemed to have any
rights to continued employment by virtue of the grant of this Option.
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5. In the event the Compensation Committee in its discretion determines
that any stock dividend, split-up, combination or reclassification of shares,
recapitalization or other similar capital change affects the Stock such that
adjustment is required in order to preserve the benefits or potential benefits
of this Option, the maximum aggregate number and kind of shares or securities of
the Company subject to this Option, and the exercise price of this Option, shall
be appropriately adjusted by the Compensation Committee (whose determination
shall be conclusive) so that the proportionate number of shares or other
securities subject to this Option and the proportionate interest of the Optionee
shall be maintained as before the occurrence of such event.
6. In the event of a consolidation or merger of the Company with another
corporation, or the sale or exchange of all or substantially all of the assets
of the Company, or a reorganization or liquidation of the Company, the Optionee
shall be entitled to receive upon exercise and payment in accordance with the
terms of the Option the same shares, securities or property as he would have
been entitled to receive upon the occurrence of such event if he had been,
immediately prior to such event, the holder of the number of shares of Stock
purchasable under his Option; provided, however, that in lieu of the foregoing
the Board of Directors of the Company (the "Board") may upon written notice to
the Optionee provide that such Option shall terminate on a date not less than 20
days after the date of such notice unless theretofore exercised. In connection
with such notice, the Board may in its discretion accelerate or waive any
deferred exercise period.
7 This Option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order, and is exercisable, during the Optionee's lifetime, only by
him.
8. If the Optionee's status as an employee of (i) the Company, or (ii) a
corporation (or a parent or subsidiary corporation of such corporation) issuing
or assuming a stock option in a transaction to which Section 424(a) of the
Internal Revenue Code, as amended (the "Code") applies, is terminated for any
reason other than by his death or disability (within the meaning of Section
22(e)(3) of the Code), he may exercise the rights which he had hereunder at the
time of such termination only within three months from the date of termination.
If his status as an employee is terminated for reason of disability, such rights
may be exercised within six months from the date of termination. Upon the death
of the Optionee, those entitled to do so by the Optionee's will or the laws of
descent and distribution shall have the right, at any time within six months
after the date of death, to exercise in whole or in part any rights which were
available to the Optionee at the time of his death. This Option shall terminate,
and no rights hereunder may be exercised, after the expiration of the applicable
exercise period. Notwithstanding the foregoing provisions of this Section 8, no
rights under this Option may be exercised after the expiration of the ten years
from the date of grant of this Option.
9. It shall be a condition to the Optionee's right to purchase shares
hereunder that the Company may, in its discretion, require that in the opinion
of counsel for the Company the proposed purchase shall be exempt from
registration under the Securities Act of 1933, as amended, and the Optionee
shall have made such undertakings and agreements with the Company as the Company
may reasonably require, and that such other steps, if any, as counsel
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for the Company shall deem necessary to comply with any law, rule or regulation
applicable to the issue of such shares by the Company shall have been taken by
the Company or the Optionee, or both. The certificates representing the shares
purchased under this Option may contain such legends as counsel for the Company
shall deem necessary to comply with the applicable law, rule or regulation.
10. The exercise of this Option is conditioned upon the payment, if the
Company so requests, by the Optionee or his heirs by will or by the laws of
descent and distribution or other permitted transferee, of all state and federal
taxes imposed upon the exercise of this Option and the issue to the Optionee of
the shares covered hereby.
11. This Option is issued pursuant to the terms of the Plan. This Option
does not set forth all of the terms and conditions of the Plan, which are
incorporated herein by reference. Copies of the Plan may be obtained upon
written request without charge from the Company.
12. This Option is intended to be treated as an Incentive Stock Option
under Section 422 of the Code. The Optionee agrees to notify the Company in
writing within 30 days of the disposition of one or more shares of Stock which
were transferred to him pursuant to his exercise of this Option if such
disposition occurs within two years from the date of this Option or within one
year after the transfer of such shares to him.
IN WITNESS WHEREOF the Company has caused this Option to be executed on its
behalf and its corporate seal to be hereunto affixed as of October 9, 2001.
CHASE CORPORATION
By: Title: President
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