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EXHIBIT 10.30
VOTING AGREEMENT
This agreement
is made as of this 26th day of December 2002, by and between
the Chase Corporation, a Massachusetts
corporation and the successor to Columbia
Chase Corporation, a New York corporation
(hereinafter, the COMPANY), and the
Trustees of the Edward L. Chase Revocable
Trust (hereinafter, the TRUST).
WHEREAS, the
TRUST directly controls 32.5% of the outstanding voting stock
of the COMPANY as of the date hereof;
WHEREAS, the
TRUST is the largest single shareholder of the outstanding
voting stock of the COMPANY as of the date
hereof;
WHEREAS, at
least three of the current Trustees are also affiliated in some
way with the operation, management or
governance of the COMPANY;
WHEREAS, the
parties to this Agreement believe that the execution of this
document and the provisions herein will
promote the stability and continuity of
management and the policies of the COMPANY,
and, as such, it is deemed mutually
advantageous to the parties hereto;
NOW, THEREFORE,
in consideration of the mutual covenants and agreements
herein, and in acknowledgement of other
good and valuable consideration
exchanged between the parties hereto, the
parties hereby agree as follows:
Section 1. For a
period of five (5) years, commencing on January 28, 2003,
or on any other date in 2003 upon which the
COMPANY's Annual Meeting is held,
and ending on and including January 28,
2008, or on any other date in 2008 upon
which the COMPANY's Annual Meeting is held,
the TRUST hereby agrees, subject to
the conditions which follow below in
Section 2 hereof, to vote all of the shares
of the outstanding voting stock of the
COMPANY which it directly controls,
manages or administers in favor of the
slate of directors recommended by the
Nominating Committee of the Board of
Directors (hereafter, the BOD) of the
COMPANY (hereinafter, the Nominating
Committee), said vote to be cast at the
Annual Meeting or a Special Meeting of the
shareholders of the COMPANY in which
the shareholders are electing the directors
of the COMPANY. So long as all of
the conditions in Section 2 hereof are
satisfied, the TRUST shall be present by
proxy at all meetings of shareholders of
the COMPANY so that all shares of stock
held by it may be counted for the purpose
of determining the presence of a
quorum at such meetings.
Section 2. The
TRUST agrees to vote in the manner and for the time period
specified above in Section 1 on the express
condition that:
(a) On or before
January 28, 2003 or any other date in 2003 upon which the
COMPANY's Annual Meeting is held, Andrew
Chase is reassigned by the COMPANY to a
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corporate position at the vice-presidential
level (or similar title as mutually
agreed between Andrew Chase and the
COMPANY) which will permit and enable Andrew
Chase to be nominated by the Nominating
Committee of the COMPANY for the
position of director on the 2003 BOD and
upon four succeeding BODs during the
pendency of this agree