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 Xxxxxx X. Xxxxx 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, Xxxxxx Xxxxx 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 Xxxxxx Xxxxx and the COMPANY) which will permit and enable Xxxxxx
Xxxxx 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 agreement;
(b) Xxxxxx Xxxxx is nominated by the Nominating Committee for a
directorship on the 2003 BOD to be voted upon at the January 2003 Annual Meeting
of the COMPANY;
(c) Xxxxxx Xxxxx is elected to the position of director by a majority of
the outstanding voting stock of the COMPANY at its January 2003 Annual Meeting;
(d) Xxxxxx Xxxxx is nominated by the Nominating Committee for a
directorship on the 2004 BOD, the 2005 BOD, the 2006 BOD, and the 2007 BOD of
the COMPANY;
(e) Xxxxxx Xxxxx is elected to the position of director by a majority of
the outstanding voting stock of the COMPANY at its January 2004-2007 Annual
Meetings;
(f) The BOD approves severance protection covering one calendar year for
the benefit of Xxxxxx Xxxxx, the exact terms of which are to be negotiated by
the Company and Xxxxxx Xxxxx and finalized by January 28, 2003 or any other date
in 2003 upon which the COMPANY's Annual Meeting is held; and
(g) Xxxxxx Xxxxx remains at a corporate position within the COMPANY at the
vice-presidential level or higher level (or similar title as mutually agreed
between Xxxxxx Xxxxx and the COMPANY) through December 2007.
Section 3. In the event (i) of Xxxxxx Xxxxx'x death or disability, (ii)
Xxxxxx Xxxxx terminates his employment with the COMPANY, (iii) the COMPANY
terminates Xxxxxx Xxxxx'x employment, (iv) or the TRUST elects to waive the
provisions of Section 2 as to Xxxxxx Xxxxx, the TRUST, in accordance with the
COMPANY's by-laws, has the right to designate another lineal descendent of
Xxxxxx X. Xxxxx, reasonably acceptable to the Nominating Committee, to serve as
its representative on the BOD, and said lineal descendent will be nominated by
the Nominating Committee for a directorship.
Section 4. In the event that all of the conditions set forth in Section 2
above are not satisfied, the TRUST is immediately relieved of its obligation 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 COMPANY.
Section 5. So long as all of the conditions set forth in Section 2 above
are satisfied, and so long as Xxxxxx Xxxxx remains a director of the COMPANY,
unless the TRUST otherwise determines, Xxxxxx Xxxxx will be regarded by the
TRUST as its representative on the BOD. Should Xxxxxx Xxxxx cease to serve as
director of the COMPANY or should Xxxxxx Xxxxx be removed as director of the
COMPANY or should Xxxxxx Xxxxx not be elected a director of the COMPANY, the
TRUST will designate another lineal descendant of Xxxxxx X. Xxxxx to serve as
its representative on the BOD.
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Section 6. The COMPANY and the TRUST hereby agree that this voting
agreement will become null and void and will have no legal effect if and when
the TRUST ceases to own less than ten percent (10%) of the issued and
outstanding shares of any class of the COMPANY's stock.
Section 7. The COMPANY and the TRUST hereby acknowledge that the agreements
herein do not affect, nor impair in any way, the right and the ability of the
TRUST to sell the shares of COMPANY stock which it directly controls, manages or
administers.
Section 8. The COMPANY and the TRUST acknowledge that the agreements herein
may be enforced by equitable remedies of a court of competent jurisdiction, and
all of the remedies available under law. The provisions of this Voting Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts. The invalidity or unenforceability of any
provision of this voting agreement shall not affect the validity or
enforceability of any other provision of this voting agreement. This voting
agreement may only be amended by written agreement by all of the parties
affected by such amendment.
IN WITNESS WHEREOF, the parties have executed this instrument as of the
date first above written.
The Chase Corporation The Xxxxxx X. Xxxxx Revocable Trust
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
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Xxxxx X. Xxxxx Xxxxx Xxxxx
President and Chief Executive Trustee
Officer
By: /s/ E. Xxxxxxx Xxxxx
---------------------------------
E. Xxxxxxx Xxxxx
Trustee
By: /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx
Trustee
By: /s/ Xxxxx Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxx Xxxxxx
Trustee
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By: /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx
Trustee
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