Exhibit 10.12.3

CHASE CORPORATION

Long Term Incentive Plan

Award Design and Grant Process

Fiscal Year Ending August 31, 2012

Key Provisions

1.     There are three reward vehicles:  1) Performance-based restricted stock, 2) Time-vested restricted stock and 3) Stock Options.  At least two will be used each year.  For FY 2012, performance shares will be 50%, time-vested restricted stock will be 25% and stock options will be 25%.

2.     Time-vested restricted stock is fixed and not subject to performance measures and will vest 3 years after the grant date, subject to grant date, pricing, and termination provisions listed below.

3.     Stock options will be fixed based on a Black-Scholes calculation, will vest over 3 years and be exercisable for 10 years.

4.     Performance shares will be in the form of restricted stock subject to performance and other criteria as follows.

·      Performance measures:  Target is earnings per share (EPS) based on current year’s budget determined by dividing net income by the number of diluted shares outstanding at September 1, 2011 (the beginning of the fiscal year). Actual is net income for the measurement period divided by the number of diluted shares outstanding at the beginning of the fiscal year.

·      Performance measurement period:  September 1, 2011 through August 31, 2012

·      Vesting:  2 years after performance measurement period (August 31, 2014)

·      Grant date:  first day of measurement period

·      Stock price for award:  closing price for last trading day prior to grant date

·      Threshold:  the point at which an award is earned (90% of target).  Between threshold and target the award increases on a linear basis.

·      Stretch area:  performance in excess of target awarded at a higher rate (200% for 120% achievement) with a cap of 200%.  Between target and cap award increases on a linear basis.

Example:

·      Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target

·      Stock price (8/31/2011) is $10.00

·      Threshold is 90% of target

Plan metrics:  standard performance measures are 90% threshold, 100% target and 120% maximum.

Standard award measures are 50% at threshold, 100% at target and 200% at maximum.

5.     Termination provisions:

6.     Eligibility:  key executives and others

Award opportunities are set annually and the plan is subject to the approval of the Compensation and Management Development (C&MD) Committee and may be modified from time to time.

SCHEDULE FOR FY12 LTIP AWARD

·      Q4 FY11                 Board approves continuance of plan and sets grant date

·      Q4 FY11                 Goals and awards proposed by management for FY12

·      Q4 FY11                 C&MD Committee reviews and approves the FY12 LTIP

·      Q1 FY12                 FY12 LTIP award agreements formalized

·      Q1 FY13                 Management presents assessment of FY12 goal achievement

·      Q1 FY13                 C&MD Committee approves FY12 results

·      Q4 FY14                 Final vesting of FY12 LTIP awards

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