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VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT | Document Parties: CHASE CORP | Edward L. Chase You are currently viewing:
This Voting Agreement involves

CHASE CORP | Edward L. Chase

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Title: VOTING AGREEMENT
Governing Law: Massachusetts     Date: 11/24/2004
Industry: Chemical Manufacturing     Sector: Basic Materials

VOTING AGREEMENT, Parties: chase corp , edward l. chase
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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


 
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