EXHIBIT 10.58 BILL OF SALE This Bill of Sale is made on February 12, 2003 BY FIRST UNION COMMERCIAL CORPORATION, whose address is One First Union Center, 301 S. College Street, 20th Floor, Charlotte, NC 28202, referred to as Seller, TO CHASE FACILE, INC., whose address is 26 Summer Street, Bridgewater, Massachusetts 02324, referred to as Buyer. The words "Buyer" and "Seller" include all Buyers and all Sellers named above. 1. TRANSFER OF OWNERSHIP. The Seller hereby grants, sells, assigns, delivers and transfers to the Buyer ownership of and title to the property described below. The Seller has been paid $10.00 and other good and valuable consideration for making this transfer. 2. PROPERTY. The following property is sold to the Buyer (referred to as the " Property"); without recourse, representation or warranty as to condition, quality or operability: - See Schedule A attached. 3. TITLE. Seller represents and warrants to Buyer that (a) by the terms of this Bill of Sale, Buyer will acquire good and marketable title to the Property; and (b) Seller has the right to sell the Property. The Property is being sold in its " as is" " where is" condition, without representation or warranty by Seller except as otherwise set forth in this paragraph 3. 4. SIGNATURES. The Seller agrees to the terms of this Bill of Sale.
Attested by: FIRST UNION COMMERCIAL CORPORATION, by its Parent, WACHOVIA BANK, NATIONAL ASSOCIATION /s/ Frances Straus ----------------------Name: Frances Straus Title: Vice President By:
/s/ Wendolyn L. London ---------------------------
SCHEDULE A ASSETS - EQUIPMENT
ITEMS 1. Laminator #1 75" Coater - Comprising: Midland 30" dia. Turret R/S, Web Controls, Corona Treater, Direct Coater, Static Mixer, Black Clawson Doybel Offset Coating Unit, (2) Ink Mixers, Midland Ross 30' Flotation Over, (3) Roll Chill, Midland Ross Turret Unwind with tension control, Midland Ross Turret Unwind with tension control, Midland Ross Turret Unwind with tension control, Dual Nip, Midland Ross load cell station, Arc Machine Turret Rewind 40" dia. with tension control, Chromalux Hot Oil system for heating nips, Chiller, Two New Burners and duct work for oven, Honeywell Truline for Process Control, (2) Zone Controls, (3) set rolls for each configuration, (24) rubber rollers, (15) engraved rolls 2. Englehard Oxidizer - Comprising: RTO (3) chamber oxidizer, Additional Stoneware for Heads, Allen Bradley Controls, Computer Controlled - Fully Integrated System.
SECURED CREDITOR'S BILL OF SALE This Secured Creditor's Bill of Sale is made on February 12, 2003 BY WACHOVIA BANK, NATIONAL ASSOCIATION, FORMERLY KNOWN AS FIRST UNION NATIONAL BANK, whose address is 190 River Road, Summit, New Jersey 07901, referred to as Seller, TO CHASE FACILE, INC., whose address is 26 Summer Street, Bridgewater, Massachusetts 02324, referred to as Buyer. The words "Buyer" and "Seller" include all Buyers and all Sellers named above. BACKGROUND 5. Seller has previously made loans to Riverside Acquisition, Inc., n/k/a Facile Group, Inc., ("Facile Group"), repayment of which loans was guaranteed by, inter alia, Facile Holdings, Inc., n/k/a Facile, Inc. ("Facile"), and Riverside Properties, Inc., f/k/a Nylex Properties, Inc. (collectively with Facile Group, the "Companies"); and secured by a lien on all of the assets of the Companies (the "Collateral"). 6. Facile Group defaulted on its obligations to Seller, and Seller desires to foreclose on and dispose of certain of the Collateral (the "Foreclosed Property") pursuant to a foreclosure sale conducted by Seller pursuant to N.J.S.A. Section 12A:9-610 (the "Foreclosure Sale"). 7. Buyer desires to acquire the Foreclosed Property at the Foreclosure Sale in accordance with the terms hereof. NOW THEREFORE, with the foregoing recitals being incorporated by reference herein, Seller and Buyer hereby agree as follows: TRANSFER OF OWNERSHIP. THE SELLER HEREBY GRANTS, SELLS, ASSIGNS, DELIVERS AND TRANSFERS TO THE BUYER WHATEVER TITLE THE SELLER HAS IN THE FORECLOSED PROPERTY MORE FULLY SET FORTH ON THE SCHEDULE OF ASSETS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED BY REFERENCE HEREIN, EXCLUDING, HOWEVER, (i) THE EQUIPMENT SET FORTH ON EXHIBIT B ATTACHED HERETO (THE "EXCLUDED EQUIPMENT"). THE BUYER HAS DELIVERED THE SUM OF $4,807,000 IN CASH TO THE SELLER CONTEMPORANEOUSLY WITH THE
EXECUTION OF THIS BILL OF SALE, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, TOGETHER WITH OTHER GOOD AND VALUABLE CONSIDERATION FOR MAKING THIS TRANSFER AS WELL AS THE TRANSFER BEING MADE TO THE BUYER SIMULTANEOUSLY HEREWITH BY SEPARATE BILL OF SALE FROM FIRST UNION COMMERCIAL CORPORATION. PROPERTY. THE FORECLOSED PROPERTY IS SOLD TO THE BUYER WITHOUT RECOURSE, REPRESENTATION OR WARRANTY AS TO CONDITION, QUALITY OR OPERABILITY. DISCLAIMER. THE FORECLOSED PROPERTY IS BEING SOLD IN ITS "AS IS" "WHERE IS" CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER. THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE IN THIS DISPOSITION. RELEASE. BUYER HEREBY RELEASES AND FOREVER DISCHARGES THE SELLER, AND ITS PREDECESSORS, SUCCESSORS AND ASSIGNS, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ATTORNEYS, ANY AFFILIATED CORPORATIONS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ATTORNEYS, FROM ANY AND ALL CAUSES OF ACTION, SUITS, LIABILITIES, DEBTS, DAMAGES, CONTROVERSIES, AGREEMENTS, TRESPASSES, JUDGMENTS, EXECUTIONS, DEMANDS AND CLAIMS OF ANY NATURE WHATSOEVER, WHETHER IN LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN, AND ANY AND ALL RIGHTS, DUTIES, LIABILITIES AND OBLIGATIONS, WHETHER PRESENTLY ENFORCEABLE OR ENFORCEABLE IN THE FUTURE, BY REASON OF ANY MATTER OR CAUSE WHATSOEVER FROM THE BEGINNING OF TIME TO THE DATE OF ITS EXECUTION OF THIS BILL OF SALE ARISING OUT OF OR IN ANY WAY RELATED TO THE FORECLOSURE SALE OR THE FORECLOSED PROPERTY. POWER OF ATTORNEY. SELLER HEREBY APPOINTS BUYER, ITS SUCCESSORS AND ASSIGNS, AS SELLER'S TRUE AND LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, IN SELLER'S NAME BUT ON BEHALF AND FOR THE BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, TO DEMAND AND RECEIVE ANY AND ALL OF THE FORECLOSED PROPERTY, AND TO GIVE RECEIPTS AND RELEASES FOR AND IN RESPECT OF THE SAME AND ANY PART THEREOF, AND FROM TIME TO TIME TO INSTITUTE AND PROSECUTE IN SELLER'S NAME OR OTHERWISE, FOR THE BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, ANY AND ALL PROCEEDINGS AT LAW, IN EQUITY OR OTHERWISE, WHICH BUYER, ITS SUCCESSORS OR ASSIGNS MAY DEEM PROPER FOR THE COLLECTION OR REDUCTION TO POSSESSION OF ANY OF THE PROPERTY OR FOR THE COLLECTION AND ENFORCEMENT OF ANY CLAIM OR RIGHT OF ANY KIND HEREBY SOLD, CONVEYED, TRANSFERRED AND ASSIGNED, OR INTENDED SO TO BE, AND TO DO ALL ACTS RELATING TO THE FORECLOSED PROPERTY WHICH BUYER, ITS SUCCESSORS OR ASSIGNS SHALL DEEM DESIRABLE. SELLER HEREBY DECLARES THAT THE FOREGOING POWERS ARE COUPLED WITH AN INTEREST AND ARE AND SHALL BE IRREVOCABLE BY SELLER OR BY ITS DISSOLUTION OR IN ANY MANNER OR FOR ANY REASON WHATSOEVER. TO THE EXTENT THAT SELLER SHALL INCUR ANY COSTS AND EXPENSES IN CONNECTION WITH BUYER'S EXERCISE OF THE FOREGOING POWER OF ATTORNEY, INCLUDING WITHOUT LIMITATION, ATTORNEY'S FEES, BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FOR ALL SUCH COSTS AND EXPENSES. SIGNATURES. THE SELLER AND THE BUYER AGREE TO THE TERMS OF THIS BILL OF SALE.
MISCELLANEOUS. THIS AGREEMENT WILL BIND, BENEFIT AND BE ENFORCEABLE BY AND AGAINST THE PARTIES, THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS AND ASSIGNS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED WILL BE AN ORIGINAL HEREOF, AND IT WILL NOT BE NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART HEREOF. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY AND BUYER CONSENTS TO SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS OF NEW JERSEY. ANY ACTION BY ANY PARTIES TO THIS AGREEMENT IN ANY WAY RELATING TO THIS AGREEMENT SHALL BE BROUGHT ONLY AND EXCLUSIVELY IN NEW JERSEY. SELLER:
Attested by: WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as First Union National Bank By: /s/ Frances Straus --------------------------------Name: Frances Straus Title: Vice President
/s/ Christopher Ford --------------------
BUYER: Attested by: CHASE FACILE, INC. By: /s/ Everett Chadwick --------------------------------Name: Everett Chadwick Title: Treasurer
EXHIBIT A (FORECLOSED PROPERTY) All accounts receivable, equipment and inventory owned by Facile, Inc., formerly known as Facile Holdings, Inc., including without limitation, the property included in the attachments to this Exhibit A, but excluding the leased equipment which is set forth on Exhibit B to the Bill of Sale to which this Exhibit A is attached. Attachments: Accounts Receivable Inventory Machinery and Equipment
EXHIBIT B (EXCLUDED EQUIPMENT) All equipment leased by Facile, Inc., formerly known as Facile Holdings, Inc., including, without limitation, that certain Laminator #1 and Oxidizer which are being transferred to the Buyer by separate Bill of Sale from First Union Commercial Corporation contemporaneously herewith.
EXHIBIT 10.59 CHASE CORPORATION 1995 STOCK OPTION PLAN This 1995 Stock Option Plan (the "Plan") provides for ownership of Common Stock, $.10 par value (the "Stock") of Chase Corporation (the "Company") by officers and employees so as to provide additional incentives to promote the success of the Company through the grant of Incentive Stock Options and Nonstatutory Stock Options (as such terms are defined in Section 3(a) below (collectively, "Options"). 1. ADMINISTRATION OF THE PLAN. The administration of the Plan shall be under the general supervision of the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). Within the limits of the Plan, the Directors or Compensation Committee shall determine the individuals to whom, and the times at which, Options shall be granted, the type of Option to be granted, the duration of each Option, the price and method of payment for each Option, and the time or times within which (during its term) all or portions of each Option may be exercised. The Compensation Committee may establish such rules as it deems necessary for the proper administration of the Plan, make such determinations and interpretations with respect to the Plan and Options granted under it as may be necessary or desirable and include such further provisions or conditions in Options granted under the Plan as it deems advisable. 2. SHARES SUBJECT TO THE PLAN. (a) NUMBER AND TYPE OF SHARES. The aggregate number of shares of Stock of the Company which may be optioned under the Plan is 450,000 shares. In the event that the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve the benefits or potential benefits of the Plan or any Option granted under the Plan, the maximum aggregate number and kind of shares or securities of the Company as to which Options may be granted under the Plan and as to which Options then outstanding shall be exercisable, and the option price of such Options, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities as to which Options may be granted and the proportionate interest of holders of outstanding Options shall be maintained as before the occurrence of such event. (b) EFFECT OF CERTAIN TRANSACTIONS. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, each holder of an outstanding Option shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property
as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Stock purchasable under his Option; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board DEG.") may upon written notice to each holder of an outstanding Option provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Board may in its discretion accelerate or waive any deferred exercise period. (c) RESERVATION OF SHARES. The Company shall at all times while the Plan is in force reserve such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 3. GRANT OF OPTIONS; ELIGIBLE PERSONS (a) TYPES OF OPTIONS. Options shall be granted under the Plan either as incentive stock options ("Incentive Stock Options"), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or as Options which do not meet the requirements of Section 422 ("Nonstatutory Stock Options"). Options may be granted by the Directors,_ within the limits set forth in Sections 1 and 2 of the Plan, to all employees of the Company or of any parent corporation or subsidiary corporation of the Company (as defined in Sections 424(e) and (f), respectively, of the Code). (b) DATE OF GRANT. The date of grant for each Option shall be the date on which it is approved, or such later. date as the Directors may specify. No Options shall be granted hereunder after ten years from the date on which the Plan was approved by the Board. 4. FORM OF OPTIONS. Options granted hereunder shall be evidenced by a writing delivered to the optionee specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Compensation Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. The form of such Options may vary among optionees. 5. OPTION PRICE. In the case of Incentive Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee, provided that such price shall not be less than the fair market value of the Stock on the date of granting as determined in good faith by the Compensation Committee; and provided further that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted an Incentive Stock Option because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) of the Code
unless such option price is at least 110% of the fair market value of the Stock on the date of grant. In the case of Nonstatutory Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee. The Compensation Committee may in its discretion permit the option price to be paid in whole or in part by a note or in installments or with shares of Stock of the Company or such other lawful consideration as the Compensation Committee may determine. 6. TERM OF OPTION AND DATES OF EXERCISE. (a) EXERCISABILITY. The Compensation Committee shall determine the term of all Options, the time or times that Options are exercisable and whether they are exercisable in installments; provided, however, that the term of each non-statutory stock option granted under the Plan shall not exceed a period of eleven years from the date of its grant and the term of each Incentive Stock Option granted under the Plan shall not exceed a period of ten years from the date of its grant, provided that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted such Option because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) of the Code unless the tern of his Incentive Stock Option does not exceed a period of five years from the date of its grant. In the absence of such determination, the Option shall be exercisable at any time or from time to time, in whole or in part, during a period of ten years from the date of its grant or, in the case of an Incentive Stock Option, the maximum term of such Option. (b) EFFECT OF DISABILITY, DEATH OR TERMINATION OF EMPLOYMENT. The Compensation Committee shall determine the effect on an Option of the disability, death, retirement or other termination of employment of an optionee and the extent to which, and during the period which, the optionee's estate, legal representative, guardian, or beneficiary on death may exercise rights thereunder. Any beneficiary on death shall be designated by the optionee, in the manner determined by the Compensation Committee, to exercise rights of the optionee in the case of the optionee's death. (c) OTHER CONDITIONS. The Compensation Committee may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. (d) WITHHOLDING. The optionee shall pay to the Company, or make provision satisfactory to the Compensation Committee for payment of, any taxes required by law to be withheld in respect of any Options under the Plan no later than the date of the event creating the tax liability. In the Compensation Committee's discretion, such tax obligations may be paid in whole or in part in shares of Stock, including shares retained from the exercise of the Option creating the tax obligation, valued at the fair market value of the Stock on the date of delivery to the Company as determined in good faith by the Compensation Committee. The Company and any parent corporation or subsidiary corporation of the Company (as defined in Sections 424(e) and (f), respectively, of the Code) -3-
may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the optionee. (e) AMENDMENT OF OPTIONS. The Compensation Committee may amend, modify or terminate any outstanding Option, including substituting therefor another Option of the same or different type, changing the date of exercise or realization and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the optionee's consent to such action shall be required unless the Compensation Committee determines that the action, taking into account any related action, would not materially and adversely affect the optionee. 7. NON-TRANSFERABILITY. Options granted under the Plan shall not be transferable by the holder thereof otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the holder's lifetime, only by him or her. 8. NO RIGHT TO EMPLOYMENT. No persons shall have any claim or right to be granted an Option, and the grant of an Option shall not be construed as giving an optionee the right to continued employment. The Company expressly reserves the right at any time to dismiss an optionee free from any liability or claim under the Plan, except as specifically provided in the applicable Option. 9. NO RIGHTS AS A SHAREHOLDER. Subject to the provisions of the applicable Option, no optionee or any person claiming through an optionee shall have any rights as a shareholder with respect to any shares of Stock to be distributed under the Plan until he or she becomes the holder thereof. 10. AMENDMENT OR TERMINATION. The Board may amend or terminate the Plan at any time, provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement, including any requirement for exemptive relief under Section 16(b) of the Securities Exchange Act of 1934, or any successor provision. 11. STOCKHOLDER APPROVAL. The Plan is subject to approval by the stockholders of the Company by the affirmative vote of the holders of a majority of the shares of capital stock of the Company entitled to vote thereon and present or represented at a meeting duly held in accordance with the laws of the Commonwealth of Massachusetts, or by any other action that would be given the same effect under the laws of such jurisdiction, which action in either case shall be taken within twelve (12) months from the date the Plan was adopted by the Board. In the event such approval is not obtained, all Options granted under the Plan shall be void and without effect.
12. GOVERNING LAW. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. ADOPTED BY THE BOARD OF DIRECTORS ON JULY 18, 1995.
EXHIBIT 10.61 TABLE OF CONTENTS
PAGE ---Introduction ................................................1 Words with Special Meanings .................................2 Eligibility .................................................4 Vesting .....................................................4 Normal, Early or Late Retirement ............................5 Normal Retirement .........................................5 Early Retirement ..........................................5 Late Retirement ...........................................5 Your Normal Retirement Benefit ..............................6 Your Early Retirement Benefit ...............................8 Your Late Retirement Benefit ................................9 Payment of Your Benefit .....................................9 Normal Form of Payment ....................................9 Optional Forms of Payment ................................10 Small Amounts ............................................11 Electing a Form of Payment ...............................11 If You Leave the Company ...................................12 If You Become Disabled .....................................12 If You Should Die ..........................................13 Loss of Benefits ...........................................14 Social Security Benefits ...................................14 Claiming Your Benefits .....................................15 What Else You Should Know ..................................15 Assignment of Benefits ...................................15 Maximum Benefits .........................................16 Top Heavy Provisions .....................................16 Employment Rights ........................................17 Future of the Plan .......................................17 Pension Benefit Guaranty Corporation .....................18 Your Rights Under ERISA ....................................19 Administration of the Plan .................................21 About This Booklet .........................................22
INTRODUCTION The Pension Plan for Employees of Chase Corporation was designed to add to your income at retirement. Chase Corporation values your continued service and loyalty and is committed to providing quality benefits while you are employed and after you retire. For this reason, the Pension Plan is financed completely through contributions by Chase Corporation. This Pension Plan offers you a source of income when you retire in addition to personal savings and Social Security benefits. The Plan's special features include: - Retirement benefits whether you choose to retire at normal, early or late retirement age - A choice of several benefit payment options - Disability benefits if you become disabled before age 65 and have met the vesting requirements and - Benefits to your beneficiary if you die before retirement and are vested. This Summary Plan Description (SPD) will explain your benefits and rights under the Pension Plan for Employees of Chase Corporation as amended in 1995 and as it applies to employees of Chase Corporation who retire or terminate after December 31, 1995. We hope you will find this information helpful and will discuss it with your family. If you have any questions after reading this SPD, please contact the Plan Administrator at the Company's main office.
WORDS WITH SPECIAL MEANINGS This booklet contains special words and phrases that apply to the Plan. The following definitions will help you understand how the Plan works. ACCRUED BENEFIT is your monthly retirement benefit payable at normal retirement age based on a formula which uses your years of credited service with the Company and your compensation. (See page 6 for the actual benefit formula.) AVERAGE MONTHLY COMPENSATION means the total of your compensation for the 60 consecutive months out of the most recent 120 months of employment during which your compensation was highest, divided by 60. (If you received compensation for less than 60 months, the average will be calculated using the total number of months you received compensation.) BREAK-IN-SERVICE is a Plan year in which you are credited with 500 or fewer hours of service. If you are vested at the time of a break-in-service, your vesting service and credited service will be restored for purposes of the Plan once you resume working 500 or more hours of service a year. If you are not vested at the time of a break-in-service, your pre-break vesting service and credited service will be restored at the completion of the break, provided the length of your break is less than five years or less than your years of vesting service prior to the break, whichever is greater. COMPENSATION means your total base earnings excluding any overtime pay, commissions, bonus payments, severance pay or any other additions to or deductions from regular base compensation. CREDITED SERVICE is used to determine the amount of your benefit. You will earn one year of credited service for each Plan year during which you work 1,000 or more hours of service. If you have less than 1,000 hours of service during a Plan year, you will be credited with 1/10th of a year for each 100 hours of service that you earn.
You will receive a partial year of credited service if you did not complete 1,000 hours of service during the 10month period between March 1,1987 and December 31,1987. Your service during this period will be based on your actual hours of service earned during that period divided by 833.33 rounded to the next highest 1/10th of a year (but not exceeding one year) . Before March 1,1987, you earned a year of credited service in accordance with the Plan provisions in effect at that time. FINAL-3 COMPENSATION means your average monthly earnings for the last three consecutive Plan years ending with the last year used in determining your average monthly compensation. Final-3 compensation does not include compensation greater than the monthly covered compensation level for that Plan year. The covered compensation level is a 35-year average of the maximum amount of wages used to calculate Social Security benefits. Covered compensation levels vary by your year of birth and change each calendar year. The following are examples of 1996 annual covered compensation levels:
YEAR OF BIRTH ------------1931 1941 1951 1961 1996 COVERED COMPENSATION ------------------------$ 27,576 45,204 57,444 62,592
You may contact the Plan Administrator for more information on the covered compensation level. HOURS OF SERVICE means the number of hours for which you are paid or are entitled to be paid by the Company (e.g., paid holidays, vacation, sickness, disability, paid layoff, jury duty, military duty, an absence for maternity or paternity leave and any similar non-working time). These hours of service are used to determine your credited service and vesting service. PLAN YEAR means the period from January 1 through December 31. Before 1988, a Plan year was the period from March 1 through February 28. There was a short Plan year for the 10-month period between March 1, 1987 through December 31, 1987.
VESTING SERVICE determines your right to receive benefits if you terminate employment before retirement. You will earn a year of vesting service for each Plan year in which you are credited with 1,000 or more hours of service. Between February 28, 1987 and December 31,1987, you earned up to two years of vesting service if you had 1,000 hours of service in the 12-month period ending on February 28,1987 and in the 12-month period ending on December 31, 1987. (Prior to March 1, 1975, you earned a year of vesting service for each full or partial year of credited service.) ELIGIBILITY You are eligible for this Plan on the January 1 following completion of six months of employment, provided you are at least 21 years of age and are scheduled to work (or actually work) 1,000 or more hours per year. VESTING Vesting means you have a right to receive a retirement benefit from the Plan. You become vested in your benefits under the Plan once you have completed five years of vesting service. If you leave the Chase Corporation before completion of five years of vesting service, you will forfeit your entire accrued benefit. If the Plan is, or again becomes, top heavy, you will become vested according to the schedule on page 16.
NORMAL, EARLY OR LATE RETIREMENT You may retire and receive a benefit from the Company at normal, early or late retirement. Your benefit will be payable after you retire. NORMAL RETIREMENT The normal retirement age for most participants is age 65. If you were age 60 or over when you were hired, your normal retirement age is the earlier of the date you complete five years of vesting service or the fifth anniversary of the date you began participating in the Plan. You are eligible to receive normal retirement benefits beginning on your normal retirement date which is the first of the month on or after your normal retirement age. EARLY RETIREMENT You are eligible for early retirement once you are at least age 55 and have completed five or more years of vesting service. You may elect to receive benefit payments on the first day of any month after your early retirement date. LATE RETIREMENT You are eligible for a late retirement benefit if you continue to work beyond your normal retirement age. You may elect to receive monthly benefits on the first day of any month after your late retirement date or a lump sum payment any time after your normal retirement age, if you continue working. Federal law requires that you begin receiving benefit payments by the April 1 following the calendar year in which you reach age 70-1/2, even if you have not yet retired.
YOUR NORMAL RETIREMENT BENEFIT The amount you receive from the Plan will equal your vested accrued benefit as determined on the date of your retirement or termination. IF YOU WERE EMPLOYED BEFORE MAY 1,1995 OR ARE COVERED BY A COLLECTIVE BARGAINING AGREEMENT, your accrued benefit is determined using the following formula: The sum of (A minus B) plus C where: (A) (1.5%) of your average monthly compensation, TIMES your years of credited service (to a maximum of 35 years) MINUS (B) (.6%) of your final-3 compensation, TIMES your years of credited service (to a maximum of 35 years) PLUS (C) (.8%) of your average monthly compensation, TIMES your years of credited service in excess of 35 years (to a maximum of 5 years) The amount determined under (13) will not be more than 50% of the amount determined under (A). IF YOU BECAME EMPLOYED ON OR AFTER MAY 1,1995 AND YOU ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, your accrued benefit is determined using the following formula: The sum of (A minus B) plus C where: (A) (.75%) of your average monthly compensation, TIMES your years of credited service (to a maximum of 35 years) MINUS (B) (.3%) of your final-3 compensation, TIMES your years of credited service (to a maximum of 35 years) PLUS (C) (.4%) of your average monthly compensation, TIMES your years of credited service in excess of 35 years (to a maximum of 5 years) The amount determined under (B) will not be more than 50% of the amount determined under (A).
EXAMPLE 1 For example, assume you retire in 1996 at age 65, earning $27,000 each year and with 10 years of credited service. If your pay remains constant, your average monthly compensation will equal $2,250. Your final-3 compensation will also equal $2,250. So the accrued benefit in this example will equal $203 per month as calculated below: A = (1.5% times $2,250) TIMES 10 years = $338 B = (.6% times $2,300) TIMES 35 years = $483 C = (.8% times $4,000) TIMES 5 years = $160 So, (A minus B) plus C equals ($338 minus $135) plus $0, or $203. EXAMPLE 2 Assume you retire in 1996 at age 65, earning $48,000 and with 40 years of credited service. If your pay remains constant, your average monthly compensation will equal $4,000. Your final-3 compensation will be equal to $2,300 (the covered compensation level of $27,600 divided by 12). So the accrued benefit in this example will equal $1,777 per month as calculated below: A = (1.5% times $4,000) TIMES 35 years = $2,100 B = (.6% times $2,250) TIMES 10 years = $135 C = (.8% times $2,250) TIMES 0 years = $0 So, (A minus B) plus C equals ($2,100 minus $483) plus $160, or $1,777. IF YOU WERE HIRED ON OR AFTER MAY 1,1995 AND YOU ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, YOUR ACCRUED BENEFIT WILL BE BASED ON THE BENEFIT FORMULA DESCRIBED AT THE BOTTOM OF PAGE 6. If the Plan becomes top heavy, your accrued benefit will be determined under the formula described on page 16 and if the top heavy formula gives you a larger benefit than the normal retirement benefit formula, you will receive the larger benefit.
YOUR EARLY RETIREMENT BENEFIT Your early retirement benefit is calculated using the normal retirement benefit formula based on your credited service and compensation at the time of your early retirement. You may elect to have benefit payments start on the first of any month after you retire, up to your normal retirement date. However, if you retire early and begin receiving benefits before your normal retirement date, your monthly normal retirement benefit will be reduced for each full month between your normal retirement date and the date your payments begin. This reduction is made because your monthly benefit will be paid earlier and over a longer period of time. The following chart shows the percentage of your monthly accrued benefit that you would receive at various ages:
YOUR EXACT AGE WHEN RETIREMENT BENEFITS START ------------------------65 64 63 62 61 60 59 58 57 56 55 PERCENTAGE PAID ------------------100.0% 93.3% 86.6% 80.0% 73.3% 66.6% 63.3% 60.0% 56.6% 53.3% 50.0%
For example, suppose you retire at age 60 and your monthly accrued benefit payable from this Plan at early retirement is $800.You can postpone your benefit payments until your normal retirement date and receive your full benefit of $800 per month. If you elect to have your payments start as soon as you retire, you would receive a monthly benefit of approximately $533. This equals your monthly benefit of $800, multiplied by 66.6%.
YOUR LATE RETIREMENT BENEFIT You may also retire after your normal retirement age. Your late retirement benefit will be equal to the greater of: 1) the actuarial equivalent of your accrued benefit as determined on your normal retirement date, or 2) your accrued benefit calculated using your credited service and compensation at the time you retire. Your late retirement benefit will not be less than the normal retirement benefit you could have received from the Plan. If your late retirement benefit is paid as a lump sum, this payment will equal the value of your accrued benefit at the time you receive payment. Any benefits you receive after the lump sum payment will be reduced to reflect the value of the lump sum you received. PAYMENT OF YOUR BENEFIT NORMAL FORM OF PAYMENT IF YOU ARE SINGLE AND WERE EITHER EMPLOYED BEFORE MAY 1,1995 OR ARE COVERED BY A COLLECTIVE BARGAINING AGREEMENT, when you retire and do not choose an optional form of payment, you will receive a monthly benefit for the rest of your life including 120 guaranteed monthly benefit payments. If you die before receiving 120 monthly benefit payments, your beneficiary will receive the remaining guaranteed monthly payments. This is called a 10-year certain and continuous annuity. IF YOU ARE SINGLE AND BECAME EMPLOYED ON OR AFTER MAY 1, 1995 AND ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, when you retire and do not choose an optional form of payment, you will receive a monthly benefit for the rest of your life. No benefits would be paid upon your death. This is called a life annuity.
IF YOU ARE MARRIED when you retire and do not choose an optional form of benefit payment, you will automatically receive a qualified joint and survivor annuity. Under this method, a reduced monthly benefit will be payable to you during your lifetime, and after your death, 50% of this reduced amount will continue to your spouse for the rest of his or her lifetime. Payments during your lifetime are reduced because a qualified joint and survivor annuity provides a benefit payable to your spouse after your death for his or her lifetime. The amount of the reduced benefit you will receive under the qualified joint and survivor annuity depends on your age and the age of your spouse on your retirement date. OPTIONAL FORMS OF PAYMENT You may wish to take your benefit in a form other than the normal form. The Plan gives you the option of choosing one of the forms described below. However, if you are married and elect one of the optional forms of payment, or if you wish to designate a person other than your spouse as your beneficiary, you must obtain your spouse's written, notarized consent on the appropriate form. The Plan Administrator must receive your spouse's written and notarized consent before payments begin. The life annuity is a monthly benefit paid during your lifetime. If you elect this form of payment, your monthly benefit payments will be higher than under the joint and survivor annuity or the certain and continuous annuity options. However, with the life annuity, all benefits stop after your death. THE JOINT AND SURVIVOR ANNUITY means you will receive a reduced benefit during your lifetime, with a portion of your reduced benefit (either 50%, 66-2/3%, or 100%, depending on your election) continued after your death to your spouse, or any other person you name as your beneficiary, for the rest of his or her lifetime. The reduction will be based on your age and your spouse's or beneficiary's age when your benefits begin. If your designated beneficiary is someone other than your spouse, you may not elect a joint and survivor annuity option which reduces the amount of the benefit payable to you to less than 50% of the value of your total benefit.
THE CERTAIN AND CONTINUOUS ANNUITY provides a benefit (reduced for employees hired on or after May 1, 1995) for the rest of your life, with payments guaranteed for either 60 or 120 months (depending on your election). If you die before receiving 60 or 120 benefit payments, your beneficiary will continue to receive the same benefit you were receiving for the remainder of the guaranteed payment period. If you elect to receive 60 guaranteed monthly payments, your monthly payment will be higher than the monthly benefit you would receive if you elect 120 guaranteed monthly payments. THE LUMP SUM PAYMENT provides you with a single, lump sum payment instead of monthly retirement benefits. Your benefit will be based on the present value of your monthly accrued benefit as determined using interest rate assumptions specified in the Plan. If you elect a lump sum, your payment will be subject to mandatory federal tax withholding unless you transfer your payment in a direct rollover to an Individual Retirement Account or to another employer plan. SMALL AMOUNTS If the value of your accrued benefit is $3,500 or less when you terminate or retire, you (or in the event of your death, your surviving spouse) will receive a single, lump sum payment. ELECTING A FORM OF PAYMENT You must notify the Plan Administrator, in writing, of your intent to retire and your form of payment within 90 days prior to your retirement. Your payment election must be approved and confirmed by the Plan Administrator at least 30 days before you begin receiving benefits.
IF YOU LEAVE THE COMPANY If you leave the Company and have at least five years of vesting service, you will be entitled to a benefit from the Plan at your normal retirement age. Your accrued benefit will be determined according to the normal retirement benefit formula using your years of credited service and your compensation as of your termination date. Your benefit will be payable on your normal retirement date. However, you may elect to receive a reduced benefit on the first of any month after you reach age 55, provided you had completed five years of vesting service when you terminated employment. Your benefit will be paid according to the normal form of payment at the time you begin receiving payments, unless you elect an optional form of payment. If you are married, your spouse must provide his or her written, notarized consent to your election of an optional form of payment. IF YOU BECOME DISABLED If you become totally and permanently disabled before age 65, you may be eligible for a monthly disability benefit, provided you were vested on the date of your disability. Payment of your monthly disability benefit will begin on the first day of the month following your termination of employment due to your disability. "Total and permanent disability" means you are physically or mentally incapable of performing any job within or outside the Company for wages or profit (except for purposes of rehabilitation). You must submit satisfactory evidence of your disability to the Plan Administrator to receive this benefit. The Company can also request certification that you continue to be disabled at any time. If your disability is caused by addiction to alcohol or narcotics, or is the result of a self-inflicted injury, involvement in a criminal enterprise or service in the armed forces of any country in which a disability benefit is payable, it is not covered by the Plan.
Your disability benefit will be calculated according to your accrued benefit at the time you become disabled. Your disability benefit will be reduced for commencement prior to age 65. As long as you are disabled, payments will continue until you become eligible for early retirement. At that time, you will begin receiving any early retirement benefits for which you are eligible. If you die, your spouse may be eligible for continued benefits based on the form of payment you elected for your disability benefit. Once you are no longer permanently disabled, your disability benefits will stop. If you return to work at Chase Corporation, you may become eligible for a normal or early retirement benefit. In this case, your vesting service and credited service prior to your date of disability will be restored. However, the period of time you were collecting a disability benefit will not be counted as credited service or vesting service for calculating these benefits. IF YOU SHOULD DIE If you should die before retirement from the Company and you are vested in your benefit, your beneficiary will be eligible to receive a benefit from the Plan . If you are married, your beneficiary will be your spouse unless you elect otherwise and your spouse provides his or her written, notarized consent to your beneficiary election. Your beneficiary may receive a lump sum payment based on the present value of 100% of your monthly accrued benefit determined as of your date of death. If your beneficiary is your spouse, he or she may receive a reduced monthly benefit instead of a lump sum. The amount of the monthly benefit is equal to 50% of the amount that you would have received under the 50% joint and survivor annuity if you had terminated employment on your last day of work and survived to your earliest retirement date allowed under the Plan.
Your spouse may begin receiving payments on the first day of any month after your death or, if later, the earliest date you could have begun receiving benefit payments. Your spouse must make an election in order to receive payment in a lump sum instead of the normal monthly pre-retirement survivor benefit. If your beneficiary is not your spouse, he or she will receive payment in a lump sum. If you die after you begin receiving benefits, any payment to your beneficiary will be determined based on the form of payment you elected when you retired. LOSS OF BENEFITS If you terminate employment with Chase Corporation before you have completed five years of vesting service, you will forfeit any benefits you have earned in the Plan. If the Plan becomes top heavy (see pages 16 and 17), you will forfeit any benefits you have accrued if you leave before you complete two years of vesting service. SOCIAL SECURITY BENEFITS Another important part of your retirement income is your Social Security benefit. This benefit is in addition to the retirement benefit provided under this Plan. Social Security benefits may also be payable in the event of your death or disability as well as at retirement. Your Social Security benefits are based on the amount of your earnings that are subject to Social Security taxes (FI.C.A.). Chase Corporation pays half of the cost of your Social Security benefits and you pay the other half by payroll deduction. The amount you will receive from Social Security will depend on your age at retirement and your past earnings which have been subject to Social Security taxes. An estimate of your retirement benefit is available from the Social Security Administration. Contact your local Social Security Administration office for details.
CLAIMING YOUR BENEFITS If you wish to file a claim for benefits under the Plan, the Company will supply you with all the necessary forms. These forms should be filed with the Plan Administrator. If you (or your beneficiary) make a claim for benefits under the Plan and all or any part of it is denied, the Plan Administrator will notify you within 60 days, explain the reasons for the denial and describe any additional information that may be necessary to support or substantiate your claim. In addition, this notice will explain the claim review procedure and cite the specific Plan provisions) on which the denial is based. If any or all of your claim for benefits is denied, you or your beneficiary can request a full and fair review of the decision within 90 days of your receipt of the denial notice. You or your beneficiary may request a hearing by the Plan Administrator, review pertinent documents or submit written issues and comments for review. To make such a request, you should send a letter to the Plan Administrator and include any facts which would be helpful in deciding your case. After the Plan Administrator reviews your claim, it will send you its final decision, and the specific reasons for the decision, within 60 days after receipt of your request (120 days if special circumstances require an extension of time). WHAT ELSE YOU SHOULD KNOW ASSIGNMENT OF BENEFITS You cannot assign, transfer or convey any of the benefits provided by this Plan. Your benefits will be exempt from the claims of creditors to the maximum extent permitted by law. However, part or all of your benefit may be used to provide support to your former spouse or dependents if the Plan is ordered to make payments under a Qualified Domestic Relations Order.
MAXIMUM BENEFITS Federal regulations limit the maximum amount payable from the Plan each year to any one participant and the maximum amount of compensation which can be recognized for plan purposes. If you are affected by these limits, you will be notified by the Plan Administrator. TOP HEAVY PROVISIONS If this Plan becomes a "top heavy" plan, certain provisions apply to all Plan years during which the Plan is top heavy. These top heavy provisions generally are designed to improve the benefits of all Plan participants except for the most highly paid participants. A plan is considered top heavy when the total present value of the accrued benefits of "key employees" under a plan exceed 60% of the total present value of the accrued benefits of all employees under the plan. A key employee refers to certain highly paid employees, or employees who are officers or owners of the Company. If the Plan becomes top heavy, you will become vested according to the following schedule:
YEARS OF VESTING SERVICE -----------------------Less than 2 years 2 but less than 3 3 but less than 4 4 but less than 5 5 or more years VESTED PERCENTAGE ----------------0% 20% 40% 60% 100%
If the Plan is deemed to be top heavy, your accrued benefit shall be no less than the amount determined using the following formula: your average compensation for high five years TIMES the lesser of 20%, or 2% times your years of vesting service.
Average compensation for high five years means the average of your compensation for a five consecutive calendar year period (or period of consecutive years if less than five) during which you received a year of credited service and had the greatest aggregate compensation. Compensation while the Plan is top heavy means your earnings as indicated on your Form W-2. For purposes of this formula, vesting service will not include any year of vesting service completed while the Plan was not a top heavy plan. EMPLOYMENT RIGHTS Participation in this Plan does not guarantee your continued employment with Chase Corporation nor does it guarantee your rights to any benefits except as specified in this Plan. FUTURE OF THE PLAN Chase Corporation expects to continue the Plan indefinitely, but reserves the right to amend or discontinue it at any time. If the Plan is discontinued, you will become 100% vested in your accrued benefit earned as of the Plan's termination date. Whether you eventually receive all or part of your Plan benefit depends on whether there are sufficient assets in the pension fund to pay for it, and if not, whether the benefit is insured by the Pension Benefit Guaranty Corporation (PBGC). (See the section on the PBGC below.) The law establishes priorities as to how the pension fund's assets will be used to provide Plan benefits after Plan termination. Assets are used to pay for the following benefits in the order they are listed below, until the assets are exhausted. - Benefits for (a) those who have received Plan benefits for at least three years before the termination date, and (b) those who could have started receiving benefits at least three years before the termination date. Benefits in these instances will be based on any Plan provision in effect during the five years prior to termination which would produce the lowest amount. In addition, the maximum for those who have received benefits for at least three years would be based on the lowest benefit payment received during that three-year period;
- All other benefits which are insured by the Pension Benefit Guaranty Corporation (see below); - Vested benefits that are not insured by the Pension Benefit Guaranty Corporation; and - Any other benefits earned in the Plan. This includes those benefits which became vested only because of Plan termination. PENSION BENEFIT GUARANTY CORPORATION Benefits under the Plan are insured by the Pension Benefit Guaranty Corporation (PBGC). Generally, the PBGC guarantees most vested normal retirement benefits, early retirement benefits, and certain disability and survivor's benefits. However, the PBGC does not guarantee all types of benefits under covered plans, and the amount of benefit protection is subject to certain limitations. The PBGC guarantees vested benefits at the level in effect on the date of plan termination. However, if benefits have been increased within the five years before plan termination, the whole amount of the plan's vested benefits or the benefit increase may not be guaranteed. In addition, there is a ceiling on the amount of monthly benefit that the PBGC guarantees, which is adjusted periodically. For more information on the PBGC insurance protection and its limitations, ask the Plan Administrator or the PBGC. Inquiries to the PBGC should be addressed to: Pension Benefit Guaranty Corporation, Administrative Review and Technical Assistance Branch, Suite 930,1200 K Street, N.W, Washington, DC 20005 and may also be reached by calling (202) 326-4000.
YOUR RIGHTS UNDER ERISA As a member of the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act (ERISA). ERISA provides that all Plan participants shall be entitled to: 1. Examine, without charge, at the Company's main office or at certain other Company locations, all Plan documents, including insurance contracts, and copies of all Plan documents filed by the Company with the U.S. Department of Labor, such as annual reports and Plan descriptions. However, you may not inspect materials containing confidential information about other participants. 2. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies. 3. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish you with a copy of this financial report. 4. Obtain a statement telling you the amount of your accrued benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan Administrator must provide the statement free of charge. 5. Obtain a statement telling you whether you have a right to receive a benefit from the Plan at normal retirement age and if so, what your benefits would be if you stop working under the Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to get a right to a benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan Administrator must provide the statement free of charge. 6. File suit in a federal court if any materials requested are not received within 30 days of your request, unless the materials are not sent because of matters beyond the control of the Plan Administrator. The court may require the Plan Administrator to pay you up to $100 for each day's delay until the materials are received.
In addition to creating rights for Plan participants, ERISA imposes obligations upon the persons who are responsible for the Plan's operation. The law refers to these persons as "fiduciaries." Fiduciaries must act solely in the interest of participants and beneficiaries and they must exercise prudence in the performance of their duties. Fiduciaries who violate ERISA may be removed and required to make good any losses they have caused the Plan. Your employer may not fire you or discriminate against you as a means of preventing you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim to a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider your claim. If you have any questions about this Plan, you should contact the Plan Administrator. If you are improperly denied a Plan benefit in full or in part, you also have a right to file suit in a federal or state court. If fiduciaries are misusing the Plan's money, you have a right to file suit in a federal court or request assistance from the U.S. Department of Labor. If you are successful in your lawsuit, the court may, if it so decides, require the other party to pay your legal costs such as court costs and attorney's fees. If you lose your lawsuit, the court may order you to pay these costs and fees. The court may do so, for example, if it finds your claim to be frivolous. If you have any questions about this statement or your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor-Management Service Administrator, U.S. Department of Labor.
ADMINISTRATION OF THE PLAN The information below may be helpful if you need further details about Plan administration.
PLAN SPONSOR: Chase Corporation 26 Summer Street Bridgewater, MA 02324
Plan Committee Chase Corporation 26 Summer Street Bridgewater, MA 02324 (508) 279-1789 Pension Plan for Employees of Chase Corporation January 1 - December 31 March 1, 1975 July 1,1995 001 11-1797126 Defined benefit plan Company contributions based on recommendations by an enrolled actuary Group annuity contract with AUSA Life Insurance Company, Inc.
PLAN YEAR: EFFECTIVE PLAN DATE: AMENDED: PLAN NUMBER: EMPLOYER I.D. NUMBER: TYPE OF PLAN: FUNDING METHOD:
AGENT FOR SERVICE OF LEGAL PROCESS:
Chase Corporation 26 Summer Street Bridgewater, MA 02324
Exhibit 14 I. CHASE CORPORATION FINANCIAL CODE OF ETHICS APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CONTROLLER AND OTHER EMPLOYEES WITH IMPORTANT ROLES IN THE FINANCIAL REPORTING PROCESS Chase requires ethical conduct in the practice of financial management throughout its organization. The individuals subject to this Financial Code of Ethics ("Code") have an important role in financial compliance and governance. They are uniquely positioned and empowered to ensure that the interests of the Company and its stockholders are appropriately balanced, protected and preserved. In addition to the Chase Code of Ethical Behavior applicable to all employees, this Code provides principles that these officers and managers must adhere to and advocate concerning financial management. The individuals subject to this Code will: 1. Act at all times with honesty, integrity and independence, avoiding actual or apparent conflicts of interest between personal and professional relationships. 2. Discuss with the Corporate Compliance and Ethics Officer, or, in the case of the Chief Executive Officer, with the Chairman of the Audit Committee and the Corporate Compliance and Ethics Officer, in advance, any transaction that reasonably could be expected to give rise to a conflict of interest. 3. Provide full, fair, accurate, timely and understandable financial disclosures in internal reports as well as all reports and other documents that are filed or submitted by the Company to the Securities and Exchange Commission, any other regulatory body or used in other public communications. 4. Comply with all applicable governmental laws, rules and regulations. 5. Follow and enforce this Code. 6. Formally and promptly communicate any suspected breach of this Code directly to the Corporate Compliance and Ethics Officer or on a confidential basis, which may be done anonymously, through the Company provided Hotlines: 508-279-1789 extension 231 and/or firstname.lastname@example.org. Violation of this Code will result in disciplinary action up to and including termination of employment from the Company.
II. CHASE CORPORATION EMPLOYEE COMPLAINT PROCEDURES FOR FINANCIAL MATTERS ["WHISTLEBLOWER" PROVISION] Any employee of the Company may submit a good faith concern or complaint ("Complaints") regarding accounting, financial reporting, internal accounting controls or auditing matters ("Financial Matters") to the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, including those related to Financial Matters. The Company's Audit Committee of the Board of Directors ("Audit Committee") will oversee treatment of employee Complaints in this area. In order to facilitate the reporting of employee Complaints in a confidential and anonymous manner, the Audit Committee has established the following procedures for the receipt, retention and treatment of Complaints regarding Financial Matters. SUBMISSION OF EMPLOYEE COMPLAINTS o Employees may forward Complaints regarding Financial Matters on a confidential basis, which may be done anonymously, to the Corporate Compliance and Ethics Officer through a Company provided hotline called the Alert Line: (phone # or Email address?). o Additionally, employees with Complaints regarding Financial Matters may report their concerns on a confidential basis directly to the Corporate Compliance and Ethics Officer of the Company at 508-279-1789 extension 231 and/or email@example.com. SCOPE OF MATTERS COVERED BY THESE PROCEDURES These procedures relate to employee Complaints concerning any questionable Financial Matters, including, without limitation, the following: o fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; o fraud or deliberate error in the recording and maintaining of financial records of the Company; o deficiencies in or noncompliance with the Company's internal accounting controls; o misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or o Deviation from full and fair reporting of the Company's financial position and results of operations. 2
TREATMENT OF COMPLAINTS o Upon receipt of a Complaint either from the hotline or directly, the Corporate Compliance and Ethics Officer will (i) determine whether the Complaint actually pertains to Financial Matters and (ii) when possible, acknowledge receipt of the Complaint to the sender. o The Corporate Compliance and Ethics Officer will promptly report any complaints pertaining to Financial Matters to the Audit Committee Chairperson. o Complaints relating to Financial Matters will be reviewed under Audit Committee direction by the Corporate Compliance and Ethics Officer and such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. o Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. REPORTING AND RETENTION OF COMPLAINTS AND INVESTIGATIONS o The Compliance and Ethics Officer will maintain a log of all Complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of Complaints and such log will be maintained in accordance with the Company's document retention guidelines. NO RETALIATION o The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints regarding Financial Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. 3
III. CHASE CORPORATION DIRECTORS CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION The Board of Directors of Chase Corporation ("Board") has adopted this Code of Business Conduct and Ethics for Directors of Chase Corporation ("Code"). This Code is intended to provide guidance to Directors to help them recognize and deal with ethical issues, provide mechanisms to report possible compliance issues and foster a culture of honesty and accountability. Each Director is expected to comply with the letter and spirit of this Code. Good common sense is the best guide. No code can anticipate every situation that may arise. Therefore, this Code is intended to serve as a source of guiding principles for Directors. Directors are expected to bring questions about particular circumstances that may be relevant to provisions of this Code to the attention of the Chairman of the Board. The Chairman may consult with the Company's Corporate Compliance Officer and inside or outside legal counsel as appropriate. Directors who also serve as officers of Chase Corporation ("Company") should read this Code in conjunction with the Chase Corporation Code of Ethical Behavior. 2. CONFLICT OF INTEREST Directors must avoid any conflicts of interest between themselves and the Company. If a Director believes he or she has an actual or potential conflict of interest with the Company, the Director shall notify the Chairman of the Board as promptly as practicable and shall not participate in any decision by the Board that in any way relates to the matter that gives rise to the conflict of interest. A "conflict of interest" can occur when a Director's personal interest interferes in any way - or even appears to interfere with - the interests of the Company. A conflict situation can arise when a Director takes actions or has interests that may make it difficult to perform his or her work as a Company Director objectively and effectively. Conflicts of interest also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director of the Company. "Immediate family" includes a Director's spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such Director's home. 4
3. CORPORATE OPPORTUNITIES Directors are prohibited from (a) taking for themselves opportunities that are discovered through the use of Company property, information or position, (b) using Company property, information or position for personal gain, and (c) competing with the Company for business opportunities. 4. CONFIDENTIALITY Directors shall maintain during his or her term of office, and after leaving the Board, the confidentiality of confidential information entrusted to them by the Company and any other confidential information about the Company that comes to them, except when disclosure is authorized by the Chairman of the Board or Lead Director or legally mandated. For purposes of this Code, "confidential information" includes all nonpublic or proprietary information relating to the Company. 5. COMPLIANCE WITH LAWS, RULES AND REGULATIONS Directors shall comply with laws, rules and regulations applicable to them as Directors of the Company. 6. COMPETITION AND FAIR DEALING Directors shall endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. 7. PROTECTION AND PROPER USE OF COMPANY ASSETS Directors shall not use Company assets, labor or information for their personal benefit or gain. 8. INSIDER TRADING Directors shall not engage in transactions in Company stock (whether for their own account, for the Company's account or otherwise) while in possession of material, nonpublic information and shall not communicate such information to third parties that may use such information in the decision to purchase or sell Company stock ("tipping"). This policy also applies to information relating to any other company, including the Company's customers and suppliers, that a Director obtains in the course of serving on the Board of Directors. In addition to violating Company policy, insider trading and tipping are illegal. 5
Information may be material if there is a substantial likelihood that the information would affect the price of the Company stock or that a reasonable investor would consider the information significant in deciding whether to buy or sell the Company stock. Such information includes information relating to capital structure, major management changes, contemplated acquisitions or divestitures, and information concerning earnings or other financial information. Information is considered to be non-public if it has not been disclosed to the public. Generally, information is considered disclosed to the public if it has been published in newspapers or the media, has been the subject of a press release or a public filing with the SEC and, in all cases, at least 48 hours has passed since the publication, release or filing. 9. COMPLIANCE PROCEDURES Directors shall communicate any suspected violations of this Code, including any violation of law or governmental rule or regulation, promptly to the Chairman of the Board or the Company's General Counsel. Alleged violations shall be investigated by the Board or by a person or persons designated by the Board and appropriate action shall be taken in the event of any violations of the Code. 10. WAIVERS Waivers of this Code shall be granted only under exceptional circumstances. A waiver of this Code may be made only by the Board, and must be promptly disclosed in accordance with applicable law and the requirements of the American Stock Exchange Corporate Governance Standards. 11. ANNUAL REVIEW The Board shall review and reassess the adequacy of this Code annually and make any amendments to this Code that the Board deems appropriate. 6
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of Chase Corporation as of August 31, 2004 are as follows:
NAME RWA, Inc. Northeast Quality Products Co., Inc. Chase Facile, Inc. Chase Export Corporation JURISDICTION OF INCORPORATION Massachusetts Massachusetts Massachusetts Barbados, W.I.
EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333100101) of Chase Corporation and its subsidiaries of our report dated October 18, 2004 relating to the financial statements, which appears in this Form 10-K.
/S/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts November 22, 2004
EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-100101 of Chase Corporation on Form S-8 of our report dated October 24, 2003, on our audits of the consolidated balance sheet of Chase Corporation and subsidiaries as of August 31,2003, and the related consolidated statements of operations, shareholders' equity and cash flows for each year in the two year period ended August 31, 2003, which expresses an unqualified opinion, accompanying the Annual Report on Form 10-K of Chase Corporation for the year ended August 31, 2004.
/S/ LIVINGSTON & HAYNES, P.C. Wellesley, Massachusetts November 15, 2004
EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Peter R. Chase, certify that: 1. I have reviewed this Annual Report on Form 10-K of Chase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 22, 2004 /s/ PETER R. CHASE Peter R. Chase President & Chief Executive Officer
EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Everett Chadwick, certify that: 1. I have reviewed this Annual Report on Form 10-Kof Chase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 22, 2004 /s/ EVERETT CHADWICK Everett Chadwick Vice President, Finance, Treasurer and Chief Financial Officer
EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Chase Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended August 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Date: November 22, 2004
/s/ PETER R. CHASE Peter R. Chase President & Chief Executive Officer
EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Chase Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended August 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Date: November 22, 2004
/s/ EVERETT CHADWICK Everett Chadwick Vice President, Finance, Treasurer and Chief Financial Officer