|
Exhibit 10.2 (a)
EMPLOYMENT CONTINUITY AGREEMENT
THIS AGREEMENT is entered into by and between The First National
Bank of Bar
Harbor, National Banking Association (the "Bank") and
__________________ (the
"Executive"), collectively referred to as "the parties," dated
this __ day of
_________, 2000.
WHEREAS, the Bank wishes to assure itself of continuity of
management in the
event of any actual or threatened Change in Control of the Bank
(as defined
below); and
WHEREAS, the Executive desires to assure himself financial
security in the face
of actual or threatened Change in Control of the Bank; and
WHEREAS, this Agreement is not intended to alter the
compensation and benefits
that the Executive could reasonably expect in the absence of
such a Change in
Control of the Bank,
NOW, THEREFORE, in consideration of the agreements contained
herein, the
patties agree as follows:
I. Term of Agreement.
This Agreement shall remain in place for the duration of the
Executive's
employment by the Bank or until modified in writing by the
parties hereto.
II. Effect of Change in Control.
(a) The Bank agrees that if there is a Change in Control of the
Bank and the
Executive is terminated or elects to resign from his position
within 30 days
following a Change in Control of the Bank, the Executive shall
receive in a
lump sum 299% of his "base amount" within the meaning of Section
280G of the
Internal Revenue Code ("Base Amount") Such amount shall be
payable within ten
days after such termination or resignation following a Change in
Control of the
Bank,
(b) This Agreement shall terminate if prior to a Change in
Control of the Bank,
the Executive resigns, retires, becomes disabled and is unable
to perform the
essential functions of his job, dies, or is terminated for any
reason other
than in anticipation of or to facilitate a Change in Control of
the Bank;
(c) Notwithstanding the foregoing, in no event shall the
aggregate amount
payable to the Executive under this Section exceed 299% of the
Executive's Base
Amount. The Bank shall reduce the amount payable to the
Executive as and to the
extent necessary to ensure that the aggregate amount payable
under this Section
shall not exceed 299% of the Executive's Base Amount;
(d) Notwithstanding the foregoing, if the lump sum severance
payment under this
Section, either alone or together with other payments which the
Executive has a
right to receive from the Bank, would constitute a "parachute
payment" (as
defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the
"Code")), such lump sum severance payment shall be reduced to
the largest
amount as will result in no portion of the lump sum severance
payment under
this Section being subject to the excise tax imposed by Section
4999 of the
Code. The determination of any reduction in the lump sum
severance payment
under this Section shall be made by independent counsel to the
Bank in
consultation with the independent certified public accountants
of the Bank;
(e) If Executive is removed from office and/or permanently
prohibited from
participating in the conduct of the Bank's affairs pursuant to
an order issued
by the FDIC or the OCC, all obligations of the Bank under this
Agreement shall
terminate, as of the effective date of the order', but rights of
the Executive
to compensation earned as of the date of termination shall not
be affected;
(f) All obligations under this Agreement may be terminated: (1)
by the FDIC or
the OCC pursuant to their valid statutory or regulatory
authority, or (2) by
the Bank when such obligation would constitute a "golden
parachute payment"
prohibited pursuant to 12 C.F.R. s.359.0 et seq, as amended,
revised or
superseded or is otherwise prohibited by law or regulation;
(g) If the Bank is in default, as defined to mean an
adjudication or other
official determination of a court of competent jurisdiction or
other' public
authority pursuant to which a conservator, receiver or other
legal custodian is
appointed from the Bank for the purpose of liquidation, all
obligations under
this Agreement shall terminate as of the date of default, but
rights of the
Executive to compensation earned as of the date of termination
shall not be
affected.
III. Change in Control.
For purposes of this Agreement, a "Change in Control of the
Bank" shall be
deemed to have occurred if (A) any "person" (as such term is
used in Sections
13(d) and 14(d) of the Securities Exchange Act of 19:34, as
amended (the
"Exchange Act") in effect on the date of this Agreement), other
than the Bank,
FNB Bankshares ("FNBB"), a Maine corporation which presently
owns 100% of the
Bank's outstanding capital stock, or any "person" who on the
date hereof is a
director or officer of the Bank or FNBB, is or becomes the
"beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of
securities of the Bank or FNBB representing 25% or more of the
combined voting
power of the Bank's or FNBB's then outstanding securities, or
(B) during any
period of two consecutive years during the term of this
Agreement, individuals
who at the beginning of such period constitute the Board of
Directors of the
Bank or the Board of Directors of FNBB cease for any reason to
constitute at
least a majority thereof, unless the election of each director
who was not a
director at the beginning of such period has been approved in
advance by
directors representing at least two-thirds of the directors then
in office who
were directors at the beginning of the period.
IV. Arbitration, Any dispute ox controversy arising under or in
connection with
this Agreement shall be settled exclusively by arbitration. Such
arbitration
shall be conducted in the State of Maine in accordance with the
laws of the
State of Maine.
V. Entire Agreement. This Agreement constitutes the entire
understanding of the
Bank and Executive with respect to its subject matter, and
supersedes any and
all prior oral or written agreements, expressions and
understandings with
respect thereto. No provision of this Agreement may be modified,
waived or
discharged unless such waiver, modification or discharge is
agreed to in
writing signed by both parties. No waiver by either part
| 
