Severance Agreement between the Company and Michael J. Bourque, dated January 27, 2021
This Agreement dated as of January 27, 2021 is by and between Chase Corporation, a Massachusetts corporation (the “Company”), and Michael Bourque, (the “Executive”).
WHEREAS, the Company and the Executive desire to enter into a Severance Agreement as set forth below (the “Agreement”).
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
|1.||Definitions. For purposes of this Agreement only, the following definitions shall apply:|
|(a)||“Cause” means the occurrence of any of the following events:|
(i) the Executive’s willful and continued failure to substantially perform his duties to the Company (other than any such failure resulting from the Employee’s incapacity due to Disability), provided that the Company has delivered a written demand of substantial performance to the Executive specifically identifying the manner in which the Company believes that the Executive has not substantially performed his duties and that the Executive has not cured such failure within ten (10) days after such demand or such longer period of time as may be provided by the Board in writing;
(ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company;
(iii) material violation of any Company policy, including any code of conduct or standard of ethics of the Company applicable to the Executive;
(iv) the commission of any fraud, embezzlement, misappropriation or breach of fiduciary duty by the Executive relating to the performance of the Executive’s services to the Company;
(v) the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty or theft; or
(vi) the Executive’s willful violation of any material provision of any confidentiality, nondisclosure, assignment of invention, noncompetition or similar agreement entered into by the Executive in connection with his employment by the Company.
|(b)||“Change in Control” means the occurrence of any of the following events:|
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;
(ii) during any period of twelve (12) consecutive months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the “Board”) and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subparagraphs (i), (ii) or (iii)) whose election by the Board or nomination for election by the Board or by the stockholders of the Company was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;
(iii) the stockholders of the Company approve and the Company consummates a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires 50% or more of the combined voting power of the Company’s then outstanding securities; or
(iv) the stockholders of the Company approve and the Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
(i) any reduction of the Executive’s then existing annual base salary unless such reduction occurs simultaneously with a reduction in salaries applicable on a Company-wide basis in a generally uniform manner due to a material deterioration in the Company’s financial condition;
(ii) a greater than 10% reduction in the Executive’s then existing annual cash bonus opportunities or other short-term cash incentive opportunities;
(iii) a material diminution in the Executive’s authority, duties or responsibilities, or the assignment of additional duties that are materially inconsistent with the title or office held by the Executive prior to the Change in Control except as had been agreed to by the Executive in a transition or succession plan;
(iv) any other action or inaction that constitutes a material breach by the Company of this Agreement; and
(v) any failure by the Company to obtain the assumption of this Agreement by any successor or assign or the Company.
medical or other welfare benefit plans or to receive such alternate payments shall, to the extent such medical or welfare benefits are offered by the other employer, cease as of the date the Executive is eligible to participate in such plans, and the Executive shall notify the Company of his eligibility under such other plans; and
Subject to the timely execution and non-revocation of the Release described in Section 5 below, and the other terms and conditions of this Agreement (including Section 7 regarding restrictive covenants), the Severance Benefits described in this Section 3 shall commence to be paid and provided to the Executive with the first regular payroll period following the Executive’s termination date.
In addition to the Severance Benefits described above, and regardless of whether the Executive executes the Release, the Company shall (i) pay the Executive on his date of termination of employment any base salary that was earned but unpaid through the date of termination, (ii) pay the Executive any earned but unpaid vacation or other paid time-off in accordance with the Company’s policies and applicable laws, and (iii) pay or provide, as the case may be, any earned and vested employee benefits (including equity awards) in accordance with the terms of the governing documents for such plans, programs or arrangements.
officers generally for compliance with and enforcement of the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other subsequently-enacted federal, state or local laws regarding clawback, recoupment, recovery or set-off of compensation and benefits.
|10.||Successors and Assigns.|
Agreement by the other party shall not operate or be construed as waiver of any other provision of this Agreement, or of any subsequent breach by such party or a provision of this Agreement.
If to the Company:
295 University Avenue
Westwood, MA 02090
Attention: General Counsel
If to the Executive:
at his last known residential address as set forth in the Company’s records,
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days following mailing by registered or certified mail.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the date first written above.