Exhibit 10.1
CHASE CORPORATION
NON-QUALIFIED RETIREMENT SAVINGS
PLAN
FOR THE BOARD OF
DIRECTORS
As amended and restated effective
January 1, 2009
ARTICLE I
PURPOSE
The purpose of the Chase Corporation
Non-Qualified Retirement Savings Plan for the Board of Directors
(the “Plan”) is to provide specified benefits to
Directors who contribute materially to the continued growth,
development and future business success the Company. This Plan
shall be unfunded for tax purposes and for purposes of Title I of
ERISA.
The Plan was originally effective as
of January 1, 1997. The Plan is amended and restated
effective January 1, 2009. The Plan has been operated in good
faith compliance with Section 409A of the Code since
January 1, 2005. The Plan is intended to satisfy the
requirements of Section 409A of the Code and the regulations
thereunder.
ARTICLE II
DEFINITIONS
The following words and phrases as used herein
shall have the following meanings:
2.1
“ Administrator ” or “ Plan
Administrator ” means the individual or individuals
appointed by the Company to administer the Plan.
2.2
“ Annual Deferral Amount ” means that
portion of a Participant’s Director Fees that such
Participant defers in accordance with Article IV for any Plan
Year, without regard to whether such amounts are withheld and
credited during such Plan Year.
2.3
“ Beneficiary ” means one or more
persons, trusts, estates or other entities designated by the
Participant to receive benefits payable under the Plan upon the
death of a Participant.
2.4
“ Change in Control ” means any
“change in control event” as defined in accordance with
Section 409A of the Code and regulations
thereunder.
2.5
“ Company ” means Chase Corporation., a
corporation organized under the laws of the Commonwealth of
Massachusetts, or any successor corporation.
2.6
“ Deferral Election Agreement ” means the
written deferral election agreement, on such form as may be
prescribed by the Administrator, executed and filed by a
Participant prior to the beginning of the first period for which
the Participant’s Director Compensation is to be deferred
pursuant to the Plan.
2.7
“ Director ” means an individual who is a
member of the Board and who is not an officer or employee of the
Company or a subsidiary.
2.8
“ Director Fees ” means the cash
portion of the amount paid to a Director by the Company for serving
as a member of the Board, including without limitation retainer
fees, Board meeting fees, committee meeting fees and fees for
serving as chairman of a committee.
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2.9
“ Investment Fund ” means the fund or
funds in which a Participant’s Plan Account are deemed
invested.
2.10
“ Participant ” means each individual who
participates in the Plan, as provided in Section 4.01 of the
Plan.
2.11
“ Plan ” means the Chase Corporation
Non-Qualified Retirement Savings Plan for the Board of Directors,
as amended from time to time.
2.12
“ Plan Account ” means a bookkeeping
record of each Participant’s Annual Deferral Amount, together
with earnings and losses pursuant to Section 5.2
hereof.
2.13
“ Plan Year ” means the calendar year;
provided that the last Plan Year with respect to a Director who
ceases to be a Participant during a calendar year, shall begin on
the first day of such calendar year and end on the day such
Director ceases to be a Participant.
2.14
“ Separation from Service ” means a
Participant’s cessation of service as a Board member, for any
reason, provided the cessation of service is a good-faith and
complete termination of the Participant’s relationship with
the Company within the meaning of Section 409A of the
Code. If, at the time the Participant’s service as a
Board member end, the Participant begins providing services to the
Company as an employee or consultant, the Participant shall not
incur a Separation from Service under the terms of the Plan until
the Participant has a separation from service from the Company as
an employee within the meaning of Section 409A of the
Code.
2.15
“ Unforeseeable Emergency ” means a
severe financial hardship to the Participant resulting from
(i) an illness or accident of the Participant or the
Participant’s spouse or dependent (as defined in
Section 152 of the Code without regard to Sections 152(b)(1),
(b)(2) and (d)(1)(B)) or Beneficiary under the Plan;
(ii) loss of the Participant’s property due to casualty
or (iii) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.
2.16
“ Valuation Date ” means the date
on which the amount of a Participant’s Plan Account is
determined as provided in Article V of the Plan.
ARTICLE III
ELIGIBILITY
3.1
Eligibility . Each Director shall be eligible
to become a Participant on the date the individual is first elected
to become a Director. Each Director who was a Participant in
the Plan as of December 31, 2008 shall continue in
participation hereunder on January 1. 2009.
ARTICLE IV
ELECTIONS TO DEFER/PARTICIPANT ACCOUNTS
4.1
Initial Election to Defer Compensation . In the
first year a Director is elected to the Board, such Director may
elect to defer all or any part of his Director Fees by executing
and returning to the Company a Deferral Election Agreement within
the first thirty (30) days after
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being elected to the Board. Such Deferral
Election Agreement shall be effective with respect to Director Fees
paid to the Director by the Company for services provided by the
Director after the first day of the calendar month following the
date of the Director’s deferral election. The Deferral
Election Agreement in effect as of the last day of the thirty (30)
days election period shall be irrevocable for the remainder of the
Plan Year to which it applies, except as provided in
Section 6.4.
4.2
Annual Elections to Defer Compensation . A
Director may elect to defer all or any part of his Director Fees
for the following year by executing and returning to the Company a
Deferral Election Agreement prior to the beginning of each Plan
Year. As of the first day of the Plan Year for which the
election is made, the Participant’s deferral election shall
be irrevocable except as provided in Section 6.4.
4.3
Deferral Election Agreements . All Deferral
Election Agreements shall be made in the form and manner and within
such time period as the Administrator shall prescribe in order to
be effective.
ARTICLE V
ACCOUNTS
5.1
Plan Accounts . Director Fees deferred by a
Participant under the Plan shall be credited to the
Participant’s Plan Account as soon as practicable after the
amounts would have otherwise been paid to the
Participant.
5.2
Investment of Accounts . Amounts credited to a
Participant’s Plan Account shall reflect the investment
experience of the Investment Funds selected by the
Participant. The Participant may make an initial investment
election in whole increments at the time the Participant elects to
participate in the Plan. The Administrator may permit changes
in the Investment Funds at whatever frequency it deems appropriate
and within whatever limitations are applicable to any Investment
Fund. If a Participant makes an investment selection, the
Plan Administrator may follow such investment selection but shall
not be legally bound to do so and no provision of this Plan will
require the Company to actually invest any amounts in such
investment options or otherwise.
5.3
Accounts are for Recordkeeping Purposes Only .
Plan Accounts are solely a device for determining the amount of
benefits accumulated by a Participant under the Plan, and shall not
constitute or imply an obligation on the part of the Company to
fund such benefits.
5.4
Vesting . A Participant shall be fully vested
at all times in his Plan Account in this Plan.
ARTICLE VI
DISTRIBUTION OF A
PARTICIPANT’S PLAN ACCOUNT
6.1
Distribution Event . Upon a Participant’s
Separation from Service for any reason, the Participant, or his
Beneficiary in the event of his death, shall be entitled to payment
of the amount accumulated in the Participant’s Plan
Account.
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6.2
Manner of Distribution . A Participant, at the
time he makes an initial deferral election under Article III
of the Plan, shall elect the form of distribution with respect to
his Plan Account. Such election shall be made in such form
and manner as th
