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8-K - 8-K - CHASE CORPa15-19019_18k.htm
EX-99.1 - EX-99.1 - CHASE CORPa15-19019_1ex99d1.htm

Exhibit 99.2

 

CHASE CORPORATION

 

Long Term Incentive Plan

Award Design and Grant Process

Fiscal Year Ending August 31, 2016

 

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 the Chief Executive Officer, Fiscal Year 2016 performance shares will be 50%, time-vested restricted stock will be 25% and stock options will be 25%. For the Chief Financial Officer, Fiscal Year 2016 performance shares will be 67%, and time-vested restricted stock will be 33%.

 

2.              Time-vested restricted stock is fixed and not subject to performance measures and will vest at the end of the third fiscal year after the after the grant date (August 31, 2018), subject to grant date, pricing, and termination provisions listed below.

 

3.              Stock options will be fixed based on a Black-Scholes calculation, and will vest in three equal annual allotments beginning on August 31, 2016, 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 August 31, 2015 (end of most recent fiscal year). Actual is net income for the measurement period divided by the same number of diluted shares used in the Target.

·                  Performance measurement period:  September 1, 2015 through August 31, 2016

·                  Vesting:  2 years after performance measurement period (August 31, 2018)

·                  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 (8/31/2015) is $25.00

·                  Threshold is 90% of target

 

Performance

 

Payout % of Target

 

Vesting Shares

 

Reward Value

 

Threshold 90%

 

50

%

500

 

$

12,500

 

Target

 

100

%

1,000

 

$

25,000

 

Stretch at 120%

 

200

%

2,000

 

$

50,000

 

 

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:

 

Termination Event

 

Year

 

Payment in Shares

Retirement

 

Pro-rated

 

Paid as scheduled

Voluntary

 

All shares forfeit

 

No payment

Without cause

 

Pro-rated

 

Paid as scheduled

With cause

 

All shares forfeit

 

No payment

Upon change of control

 

Acceleration at target

 

Paid at change of control

Death or disability

 

Pro-rated

 

Paid as scheduled

 

6.              Eligibility:  key executives and others

 

Participant

 

Target % of Base Salary

 

Adam P. Chase

 

100

%

Kenneth J. Feroldi

 

45

%

 

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.

 

FY 2016 SCHEDULE

 

·                  Q4 FY15           Board approves continuance of plan and sets grant date

·                  Q4 FY15           Goals and awards proposed by management for FY16

·                  Q4 FY15           C&MD Committee reviews and approves FY16 plan

·                  Q1 FY16           Management presents FY15 plan achievement

·                  Q1 FY16           C&MD Committee approves FY15 results

·                  Q1 FY17           Management presents assessment of FY16 goal achievement

·                  Q1 FY17           C&MD Committee approves FY16 results

·                  Q4 FY18           Vested FY16 shares are released to participant

 

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