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Exhibit 10.46
Chase Corporation
2001 Non-Employee Director Stock Option Plan
This 2001 Non-Employee Director Stock Option Plan (the "Plan") provides
for ownership of Common Stock. $.10 par value (the "Stock") of Chase Corporation
(the "Company") by non-employee directors so as to provide additional incentives
to promote the success of the Company through the grant of Nonstatutory Stock
Options ("Options").
1. Administration of the Plan.
The administration of the Plan shall be under the general supervision of
the Board of Directors of the Company (the "Board"). Within the limits of the
Plan, the Directors shall determine the individuals to whom, and the times at
which, Options will be granted, the duration of each Option, the price and
method of payment for each Option, and the time or times within which (during
its term) all or portions of each Option may be exercised. The Board may
establish such rules as it deems necessary for the proper administration of the
Plan, make such determinations and interpretations with respect to the Plan and
Options granted under it as may be necessary or desirable and include such
further provisions or conditions in Options granted under the Plan as it deems
advisable.
2. Shares Subject to the Plan.
(a) Number and Type of Shares. The aggregate number of shares of Stock
of the Company that may he optioned under the Plan is 90,000 shares. In the
event that the Board 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 benefits of the Plan or any Option granted under the Plan, the
maximum aggregate and kind of shares or securities of the Company as to which
Options may be granted under the Plan and as to which Options then outstanding
shall be exercisable, and the option price of such Options, shall be
appropriately adjusted by the Board (whose determination shall be conclusive) so
that the proportionate number of shares or other securities as to which Options
may be granted and the proportionate interest of holders of outstanding Options
shall be maintained as before the occurrence of such event.
(b) Effect of Certain Transactions. 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, each holder of an outstanding Option shall be
entitled to receive upon exercise and payment in accordance with the terms of
the Option the same shares as he would have been entitled to receive upon the
occurrence of such event had he exercised the Option immediately prior to such
events provided however, that in lieu of the foregoing the Board of Directors of
the Company may upon written notice to each holder provide that such Option
shall terminate on a date not less than 20 days after the date of such notice
unless theretofore exercised. In addition, prior to or after such an event, the
Board may accelerate awards and waive conditions and restrictions on any award
to the extent it may determine appropriate.
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(c) Reservation of Shares. The Company shall at all times while the
Plan is in force reserve such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan. Shares issued under the Plan may consist
of authorized but unissued shares or treasury shares.
3. Grant of Options: Eligible Persons.
(a) Types of Options. Options shall be granted under the Plan as
Options which do not meet the requirements of Section 422 ("Nonstatutory Stock
Options"). Options may be granted by the Directors, within the limits set forth
in Sections 1 and 2 of the Plan, to all non-employee Directors of the Company.
(b) Date of Grant. The date of grant for each Option shall be the date
on which it is approved, or such later date as the Directors may specify. No
options shall be granted hereunder after ten years from the date on which the
Plan was approved by the Board.
4. Form of Options.
Options granted hereunder shall be evidenced by a writing delivered to
the optionee specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Board considers necessary or advisable to achieve the purposes of the Plan
or comply with applicable tax and regulatory laws and accounting principles. The
form of such Options may vary among optionees.
5. Option Price.
The price at which shares may from time to time be optioned shall be
determined by the Board, provided that such price shall not be less that the
fair market value of the Stock on the date of granting as determined in good
faith by the Board.
The Board may in its discretion permit the option price to be paid in
whole or in part by a note or in installments or with shares of Stock or such
other lawful consideration as the Board may determine.
6. Term of Option and Dates of Exercise.
(a) Exercisability. The Board shall determine the term of all Options,
the time or times that Options are exercisable and whether they are exercisable
in installments; provided, however, that the term of stock option granted under
the Plan shall not exceed a period of ten years from the date of its grant. In
the absence of such determination, the Option shall be exercisable at any time
or from time to time, in whole or in part. during a period of ten years from the
date of its grant.
(b) Effect of Disability. Death or 'termination of Employment. The
Board shall determine the effect on an Option of the disability, death,
retirement or other termination as a member of the Board of an optionee and
during the period which, the optionee's estate, legal representative, on death
may exercise rights thereunder. Any beneficiary on death shall be designated by
the optionee, in the manner determined by the Board, to exercise the rights of
the optionee in the case of the optionee's death.
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(c) Other Conditions. The Board may impose such other conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.
(d) Amendment of Options. The Board may amend, modify or terminate any
outstanding Option, including substituting therefore another Option of the same
or different type, changing the date of exercise or realization, provided that
the optionee's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the optionee, and provided further that,
notwithstanding the foregoing, the Board may not either amend any outstanding
Option to reduce the exercise price thereof or terminate an Option and
substitute therefor another Option having a lower per share exercise price.
7. Non-transferability.
No Option shall be transferable by the holder thereof other than by will
or the laws of decent and distribution, and shall be exercisable during the
holder's lifetime, only by the holder thereof; provided, however, that the Board
may provide that an Option is transferable by the holder thereof and exercisable
by persons other than the holder thereof upon such terms and conditions as the
Board shall determine.
8. No Rights as a Shareholder.
Subject to the provisions of the applicable Option, no optionee or any
person claiming through an optionee shall have any rights as a shareholder with
respect to any shares of stock to be distributed under the Plan until he or she
becomes the holder thereof.
9. Amendment or Termination. The Board may
amend or terminate the Plan at any time.
10. Stockholder Approval.
The Plan is subject to approval by the stockholders of the Company by the
affirmative vote of the holders of a majority of the shares of capital stock of
the Company entitled to vote thereon and present or represented at a meeting
duly held in accordance with the laws of the Commonwealth of Massachusetts, or
by any other action that would be given the same effect under the laws of such
jurisdiction, which action in either case shall be taken within twelve (12)
months from the date the Plan was adopted by the Board. In the event such
approval is not obtained, all Options granted under the Plan shall be void and
without effect.
11. Governing Law.
The provisions of the Plan shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
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