Exhibit 10.1
CHASE
CORPORATION
EMPLOYEES’
SUPPLEMENTAL PENSION PLAN
Effective
January 1, 2008
ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01
Background
.
Chase Corporation
established the Chase Corporation Employees’ Supplemental
Pension and Savings Plan (the “Prior Plan”) effective
as of January 1, 1994, which was amended effective
January 1, 2005, 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. In
order to provide greater flexibility and in light of the enactment
of Section 409A of the Internal Revenue Code of 1986, as
amended as part of the American Jobs Creation Act of 2004, and the
issuance of various guidance thereunder, the Board of Directors of
Chase Corporation hereby amends and restates the Prior Plan to
create two plans, the Chase Corporation Employees’
Supplemental Pension Plan and the Chase Corporation
Employees’ Supplemental Savings Plan. Effective as of
January 1, 2008, the portion of the Prior Plan that consists
of the Supplemental Savings Plan Benefit shall be transferred to
and governed by the terms f the Chase Corporation Employees’
Supplemental Savings Plan and the portion of the Prior Plan that
consists of the Supplemental Pension Plan Benefit shall be
transferred to and governed by this plan, which shall be known as
the Chase Corporation Employees’ Supplemental Pension
Plan.
1.02
Effective
Date .
This Supplemental
Pension Plan shall be effective as of January 1,
2008.
1.03
Plan Unfunded and
Limited to Select Group of Management or Highly Compensated
Employees .
The Supplemental
Pension Plan is unfunded and is maintained primarily for the
purpose of providing deferred compensation to a select group of
management or highly compensated employees within the meaning of
Sections 201, 301 and 401 of the Employee Retirement Income
Security Act of 1974, as amended, and shall be interpreted and
administered accordingly.
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
“Change in
Control” means a “change in ownership” of the
Employer, a “change in effective control” of the
Employer or a “change in the ownership of a substantial
portion of the assets” of the Employer, within the meaning of
Section 409A of the Code.
2
2.03
“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.
2.04
“Compensation”
means the annual compensation paid to a Participant by the Employer
for the calendar year (after any requisite tax withholding and
payroll deductions), including base pay, other regular earnings,
performance-based cash bonuses or incentive bonus payments, any
amounts deferred under a salary reduction agreement pursuant to the
Chase Corporation Deferred Salary Savings Plan or under a
“cafeteria plan” (within the meaning of
Section 125 of the Code) maintained by the Employer , but
exclusive of severance pay or salary continuation payments, expense
reimbursements, special executive bonus payments paid by the
Employer, awards, any moving expenses paid by the Employer, car
allowance, taxable fringe benefits, group-term life insurance in
excess of $50,000, exercised stock options and short and long-term
disability paid by a third party.
2.05
“Employer”
means Chase Corporation and any subsidiary and/or affiliated
corporation which has adopted this Plan.
2.06
“Participant”
means an employee of the Employer who has been designated a
Participant in this Plan in the manner set forth in
Article III.
2.07
“Plan
Administrator” means Chase Corporation, or its duly
authorized representative.
2.08
“Pension Plan”
means the Pension Plan for Employees of Chase Corporation, as
amended thereafter from time to time.
2.09
“Plan” or
“Supplemental Pension Plan” means Chase Corporation
Employees’ Supplemental Pension Plan.
2.10
“Supplemental
Pension Plan Benefit” means the benefit payable under
Article IV of the Plan.
ARTICLE III
ELIGIBILITY
An employee shall
be eligible to participate in the Plan if he has satisfied the
eligibility requirements for participation under the Pension Plan
and the Board, acting upon the recommendation of the Compensation
and Management Development Committee, authorizes his participation
in the Plan.
3
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 compensation in excess of Section 401(a)(17) of the
Code, and/or (b) performance-based cash bonus payments or
incentive bonus payments were included in the definition of
“compensation” under the Pension Plan, and/or
(c) 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 any or all of the conditions described in the preceding
paragraph, the benefit to which the Participant shall be entitled
under the Plan shall be 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/or the definition of compensation under the Pension Plan
included performance-based cash bonus payments or incentive bonus
payments and/or the limits under Section 415 of the Code did
not apply shall be calculated.
(iii)
The result of
step (i) shall be subtracted from the result of
step (ii), and the difference, if any, shall be the benefit
payable to the Participant.
4.02
Vesting
.
A Participant
shall be fully vested in his Supplemental Pension Plan Benefit, if
any, upon completion of five (5) or more Years of Service with
the Employer. For this purpose, a Participant shall be
credited with Years of Service in accordance with the vesting
provisions of the Pension Plan.
4.03
Distribution of
Supplemental Pension Plan Benefit .
A Participant
shall be entitled to a distribution of his or her Supplemental
Pension Plan Benefit upon the Participant’s separation from
service with the Employer (within the meaning of Section 409A
of the Code), including his retirement or death. Subject to
the provisions of Section 4.04, distribution of such
Supplemental Pension Plan Benefit shall be made in equal monthly
installments over a period of 120 months, with the first
installment to be made as soon as administratively practicable
after the Participant’s separation from service but no later
than the end of the calendar year in which the Participant
separated from service with the Employer, including retirement;
provided, however, any Participant who was participating in the
Supplemental Pension Plan under the Prior Plan on December 31,
2007 and so elected at the time and in the manner specified by the
Plan Administrator may receive his Supplemental Pension Plan
Benefit in a lump sum.
4
| 
