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EXHIBIT 10.37
CHASE CORPORATION
EMPLOYEES' SUPPLEMENTAL PENSION AND SAVINGS PLAN
EFFECTIVE JANUARY 1, 1994
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TABLE OF CONTENTS
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ARTICLE I NAME, PURPOSE AND EFFECTIVE DATE............................................................1
1.01 Name and Purpose............................................................................1
1.02 Effective Date..............................................................................1
ARTICLE II DEFINITIONS.................................................................................1
2.01 Board.......................................................................................1
2.02 Code........................................................................................1
2.03 Compensation................................................................................1
2.04 Effective Date..............................................................................1
2.05 Employee....................................................................................1
2.06 Employer....................................................................................1
2.07 Participant.................................................................................2
2.08 Plan Administrator..........................................................................2
2.09 Plan........................................................................................2
Savings Plan................................................................................2
2.10 Pension Plan................................................................................2
2.11 Savings Plan................................................................................2
2.12 Supplemental Pension Plan Benefit...........................................................2
2.13 Supplemental Savings Plan Benefit...........................................................2
ARTICLE III ELIGIBILITY.................................................................................2
3.01 Participation...............................................................................2
ARTICLE IV SUPPLEMENTAL PENSION PLAN BENEFITS..........................................................2
4.01 Amount of Supplemental Pension Plan Benefits................................................2
4.02 Distributions Of Supplemental Pension Plan Benefit..........................................3
4.03 Commencement Of Payment Of Supplemental Pension Plan Benefit................................3
4.04 Death Benefit...............................................................................3
ARTICLE V SUPPLEMENTAL SAVINGS PLAN BENEFITS..........................................................3
5.01 Supplemental Savings Plan Contributions.....................................................3
5.02 Distributions Of Supplemental Savings Plan Benefits.........................................4
5.03 Commencement Of Payment Of Supplemental Savings Plan Benefits...............................4
5.04 Death Benefit...............................................................................5
ARTICLE VI VESTING.....................................................................................5
6.01 Vesting.....................................................................................5
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ARTICLE VII FUNDING.....................................................................................5
7.01 Funding.....................................................................................5
ARTICLE VIII ADMINISTRATION..............................................................................5
8.01 Duties of the Plan Administrator............................................................5
8.02 Finality of Decisions.......................................................................6
ARTICLE IX MISCELLANEOUS...............................................................................6
9.01 Non-Guarantee Of Employment.................................................................6
9.02 Rights Under Plan...........................................................................6
9.03 Amendments/Termination......................................................................6
9.04 Nonassignability............................................................................6
9.05 Entire Agreement; Successors................................................................6
9.06 Successor Company...........................................................................7
9.07 Governing Law...............................................................................7
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ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01 NAME AND PURPOSE
The supplemental pension and savings plan set forth herein shall be
known as the Chase Corporation Employees' Supplemental Pension and
Savings Plan (the "Plan"). The Plan is established, and shall be
maintained, solely for the purpose of providing supplemental pension
and savings plan benefits which are not provided under the Pension Plan
for Employees of Chase Corporation and the Chase Corporation Deferred
Salary Savings Plan for certain Participants. The Plan is unfunded and
maintained primarily for the purpose of providing deferred compensation
for certain Participants who are highly compensated employees.
1.02 EFFECTIVE DATE
This Plan shall be effective January 1, 1994. This Plan shall apply to
Participants who retire or terminate their employment with the Employer
after the Effective Date.
ARTICLE II
DEFINITIONS
When used herein, the following terms defined hereinafter shall have the
following meanings unless a different meaning is clearly required by the context
of the Plan:
2.01 "BOARD" means the Board of Directors of the Employer.
2.02 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a specific provision of the Code shall include such
provision, any valid regulation or ruling promulgated thereunder, and
any provision of future law that amends, supplements, or supersedes
such provision.
2.03 "COMPENSATION" means the base compensation (excluding overtime,
commissions and bonuses) payable to an Employee by the Employer and
reportable to the federal government for income tax purposes on Form
W-2, or any form prescribed by the Internal Revenue Service to take its
place. Compensation shall also include amounts as shall be contributed
pursuant to the Employee's elections pursuant to Section 401(1) of the
Code, and amounts treated as employer contributions pursuant to the
Employee's elections under Section 125 of the Code.
2.04 "EFFECTIVE DATE" means January 1, 1994.
2.05 "EMPLOYEE" means any person employed by the Employer.
2.06 "EMPLOYER" means Chase Corporation and any subsidiary and/or affiliated
corporation which has adopted this Plan.
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2.07 "PARTICIPANT" means an Employee who has been named a Participant in
this Plan in the manner set forth in Article III.
2.08 "PLAN ADMINISTRATOR" means Chase Corporation, or its duly authorized
representative.
2.09 "PLAN" means Chase Corporation Employees' Supplemental Pension and
Savings Plan.
2.10 "PENSION PLAN" means the Pension Plan for Employees of Chase
Corporation, as in effect on January 1, 1994 or as amended thereafter
from time to time.
2.11 "SAVINGS PLAN" means the Chase Corporation Deferred Salary Savings
Plan, as in effect on January 1, 1994 or as amended thereafter from
time to time.
2.12 "SUPPLEMENTAL PENSION PLAN BENEFIT" means the benefit payable under
Article IV of the Plan.
2.13 "SUPPLEMENTAL SAVINGS PLAN BENEFIT" means the benefit payable under
Article V of the Plan.
ARTICLE III
ELIGIBILITY
3.01 PARTICIPATION
Any Employee shall become a Participant in the Plan provided:
(a) he has satisfied the eligibility requirements for
participation under the Pension Plan and/or the Savings Plan;
(b) his Compensation exceeds or exceeded $150,000 indexed pursuant
to Section 401(a)(17) of the Code ($150,000 for 1994); and
(c) the Board. acting upon the recommendation of the Compensation
Committee. authorizes his participation in the Plan.
In order to make contributions or have contributions made on his behalf
under Article V. an Employee who becomes a Participant must make an
election to defer compensation in the manner provided under Article V.
ARTICLE IV
SUPPLEMENTAL PENSION PLAN BENEFITS
4.01 AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS
A Participant shall be entitled to a benefit under the provisions of
this Article if his benefit determined under the provisions of the
Pension Plan is less than such benefit would have been if (a) the
definition of compensation under the Pension Plan included
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compensation in excess of Section 401(a)(17) of the Code and/or (b) the
limits under Section 415 of the Code did not apply.
If a Participant's benefit from the Pension Plan is reduced as a result
of either or both of the conditions described in the preceding
paragraph, the benefit to which the Participant shall be entitled under
the Plan shall he determined as follows:
(i) The benefit actually payable to the Participant. on
or after his normal retirement age under the terms of
the Pension Plan shall be calculated.
(ii) The benefit which would have been payable under the
terms of the Pension Plan if the definition of
compensation under the Pension Plan included
compensation in excess of Section 401(a)(17) of the
Code and if the limits under Section 415 of the Code
did not apply shall be calculated.
(iii) The result of step (i) shall be subtracted from [he
result of step (ii), and the difference, if any,
shall be the benefit payable to the Participant.
4.02 DISTRIBUTIONS OF SUPPLEMENTAL PENSION PLAN BENEFIT
All payments of benefits to Participants and/or their designated
beneficiaries under this Article IV shall be made in a lump sum unless
the Participant elects a different form of benefit that is offered
under the Pension Plan.
4.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PENSION PLAN BENEFIT
Benefits shall commence under this Article to a Participant as of the
same date that benefits commence to the Participant under the Pension
Plan; provided, however, that, in the case of a Participant required to
commence benefit payments under the Pension Plan pursuant to Section
401(a)(9) of the Code, benefits shall not commence under this Article
until the Participant actually retires.
Any reductions for the commencement of benefits prior to the
Participant's normal retirement age under the Pension Plan shall also
apply to the payment of benefits under this Article.
4.04 DEATH BENEFIT
If benefits under this Article are paid in a form other than a lump
sum, any death benefit provisions which would be applicable under the
Pension Plan under such circumstances shall also apply to benefits
provided by this Article.
ARTICLE V
SUPPLEMENTAL SAVINGS PLAN BENEFITS
5.01 SUPPLEMENTAL SAVINGS PLAN CONTRIBUTIONS
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(a) If a Participant's contributions under the Savings Plan are
limited as a result of the limits under Section 401(a)(17) of
the Code, such Participant may participate hereunder by
electing, prior to the calendar year in which the election
shall become effective, to defer a portion of his Compensation
equal to the excess of (i) over (ii), where:
(i) is the amount which the Participant would have
contributed under the Savings Plan if the definition
of compensation under the Savings Plan included
Compensation in excess of Section 401 (a)(17) of the
Code;
(ii) is the amount actually contributed by the Participant
under the Savings Plan.
The amount of Compensation deferred by the Participant pursuant to this
paragraph (a) shall be credited to an account established for the
Participant under this Plan (his "Supplemental Employee Contribution
Account ").
(b) If a Participant's contributions under the Savings Plan are
limited by the restrictions of Section 401(a)(17) of the Code,
and the Participant thereby makes Supplemental Employee
Contributions pursuant to paragraph (a) above, the Employer
shall credit to an account established for the Participant
under this Plan (his "Supplemental Company Contribution
Account"), an amount equal to the Employer matching:
contribution which would have been made pursuant to the
Savings Plan if the Participant's Supplemental Employee
Contributions had been made pursuant to the Savings Plan.
The Participant's Supplemental Employee Contribution Account and/or
Supplemental Company Contribution Account shall be adjusted at the end
of each calendar quarter to reflect a rate of return determined as if
such accounts were invested at a rate which is one percent (1%) higher
than the prime interest rate as reported by the Wall Street Journal at
the beginning of the quarter.
5.02 DISTRIBUTIONS OF SUPPLEMENTAL SAVINGS PLAN BENEFITS
All payments of benefits to Participants and/or their designated
beneficiaries under this Article Y shall be made in a lump sum.
5.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL SAVINGS PLAN BENEFITS
Benefits shall commence under this Article to a Participant as of the
same date that benefits commence to a Participant under the Savings
Plan; provided, however, that, in the case of a Participant required to
commence benefit payments under the Savings Plan pursuant to Section
401(a)(9) of the Code, benefits shall not commence under this Article
until the Participant actually retires.
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5.04 DEATH BENEFIT
Upon a Participant's death, any amounts set aside in his Supplemental
Employee Contribution Account and/or Supplemental Employee Contribution
Account shall be distributed to his beneficiary or beneficiaries
designated under the Savings Plan.
ARTICLE VI
VESTING
6.01 VESTING
A Participant shall be vested in his Supplemental Pension Plan benefit,
if any. in accordance with the vesting provisions of the Pension Plan.
A Participant shall be fully vested at all times in his Supplemental
Savings Plan benefits.
ARTICLE VII
FUNDING
7.01 FUNDING
There is no fund associated with this Plan. The Employer shall be
required to make payments only as benefits become due and payable. No
person shall have any right, other than the right of an unsecured
genera! creditor, against the Employer with respect to the benefits
payable hereunder, or which may be payable hereunder, to any
Participant, surviving spouse or beneficiary hereunder. If the
Employer, acting in its sole discretion, establishes a reserve or other
fund associated with this Plan, no person shall have any right to or
interest in any specific amount or asset of such reserve or fund by
reason of amounts which may be payable to such person under this Plan,
nor shall such person have any right to receive any payment under this
Plan except as and to the extent expressly provided in this Plan. The
assets in any such reserve or fund shall be subject to the control of
the Employer, and need not be used to pay benefits hereunder.
ARTICLE VIII
ADMINISTRATION
8.01 DUTIES OF THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator in accordance
with its terms and purposes. The Plan Administrator shall determine the
amount and manner of payment of the benefits due to or on behalf of
each Participant from the Plan and shall cause them to be paid by the
Employer accordingly.
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8.02 FINALITY OF DECISIONS
The Plan Administrator is expressly granted, without intending any
limitation, the discretion to construe the terms of the Plan and to
determine eligibility for benefits hereunder. The decisions made by and
the actions taken by the Plan Administrator in the administration of
the Plan shall be final and conclusive on all persons, and neither the
Plan Administrator nor the Employer shall be subject to individual
liability with respect to the Plan.
ARTICLE IX
MISCELLANEOUS
9.01 NON-GUARANTEE OF EMPLOYMENT
Nothing contained in this Plan shall be construed as a contract of
employment between the Employer and any Participant, or as a right of
any such Participant to be continued in the employment of the Employer,
or as a limitation on the right of the Employer to deal with any
Participant, as to their hiring, discharge, layoff, compensation, and
all other conditions of employment in all respects as though this Plan
did not exist.
9.02 RIGHTS UNDER PLAN
Nothing in this Plan shall be construed to limit, broaden, restrict, or
grant any right to a Participant, surviving spouse or any beneficiary
thereof under the Pension Plan or Savings Plan ("Qualified Plans"), nor
to grant any additional rights to any such person under the Qualified
Plans, nor in any way to limit, modify, repeal or otherwise affect the
Employer's right to amend or modify the Qualified Plans.
9.03 AMENDMENTS/TERMINATION
The Employer reserves the right to make from time to time amendments to
or terminate this Plan by vote duly adopted by the Board of Directors,
provided that no such amendment or termination shall reduce any
benefits earned under the terms of this Plan prior to the dale of
termination or amendment.
9.04 NONASSIGNABILITY
The benefits payable under this Plan shall not be subject to
alienation, assignment, garnishment, execution or levy of any kind and
any attempt to cause any benefits to he so subjected shall not be
recognized, except to the extent required by applicable law.
9.05 ENTIRE AGREEMENT; SUCCESSORS
This Plan, including any subsequently adopted amendments, shall
constitute the entire agreement or contract between the Employer and
any Participant regarding the Plan.
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There are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the Employer and any
Participant relating to the subject matter hereof, other than those set
forth in this Plan. This Plan and any amendment shall be binding on the
parties hereto and their respective heirs, administrators, trustees,
successors and assigns, and on all designated beneficiaries of the
Participant.
9.06 SUCCESSOR COMPANY
In the event of the dissolution, merger, consolidation or
reorganization of the Employer, provision may be made by which a
successor to all or a major portion of the Employer's property or
business shall continue this Plan, and the successor shall have all of
the powers, duties and responsibilities of the Employer under this
Plan.
9.07 GOVERNING LAW
This Plan shall be construed and enforced in accordance with, and
governed by, the Laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, Chase Corporation has caused this instrument to be
executed in its name and on its behalf this 1ST day of January, 1994.
CHASE CORPORATION
/s/ Everett Chadwick
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Treasurer & CFO
Attest:
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(Seal)
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