Chase Corporation Long Term Incentive Plan Award Design and Grant Process for Fiscal Year 2008
Chase Corporation established a Long Term Incentive Plan for the fiscal year ending August 31, 2008, awarding performance shares to key executives based on Earnings Before Tax (EBT) targets. The plan measures performance from September 1, 2007, to August 31, 2008, with shares vesting two years later. Awards are adjusted based on performance, with higher payouts for exceeding targets. The plan outlines specific provisions for termination, retirement, and change of control. Eligibility and award levels are set annually, subject to board and committee approval, and the plan may be modified as needed.
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: |
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| Grant 1000 performance shares |
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| Stock price (8/31/07) is $17.27 |
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| Threshold is 80% of target |
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| Stretch area pays out pro-rata at rate of 150% for 120% achievement. |
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| Performance |
| EBT |
| Payout % of Target |
| Vesting Shares |
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| Threshold |
| 80% of Target |
| 50% |
| 500 |
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| Target |
| 100% of Target |
| 100% |
| 1000 |
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| Stretch at 120% |
| 120% of Target |
| 150% |
| 1500 |
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· Eligibility: Recommended award levels @ Target
| Participant | Shares @ |
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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 |
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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
