Exhibit 10.7
SALARY CONTINUATION
AGREEMENT
AGREEMENT entered into as of the
day of
,
, by and between UNION TRUST COMPANY, a Main banking corporation
with a place of business in Ellsworth, Hancock County, Main (the
“Bank”) and
, of
,
(the “Employee”).
WHEREAS, the bank is a subsidiary of
Union Bankshares Company (the “Corporation”);
and
WHEREAS, the Employees is a valued
employee of the Bank; and
WHEREAS, the Employee has discharged
his duties capably and efficiently; and
WHEREAS, the Bank wishes to protect
the Employee against harmful economic consequences which may result
from a change of control or a transfer of substantially all of the
assets of the Bank or the Corporation.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties to this
Agreement agree as follows:
1. Payment Upon a Change in
Control . If, within three years after the effective date of a
“Business Combination” as defined in Article VI of the
Corporation’s Bylaws (a copy of voluntarily or involuntarily,
the Bank shall pay to the Employee the lesser of (i) three
times the total compensation paid to the Employee in the last full
fiscal year prior to termination of employment less one dollar, or
(ii) the maximum amount permitted under the Internal Revenue
Code without being deemed an “excessive parachute
payment” within the meaning of I.R.C. § 280G, or any
successor provision, and any regulations promulgated thereunder. As
used herein, “compensation” shall include any and all
salary, bonuses and other such remuneration paid by the Bank to the
Employee in a fiscal year including, without limitation, the value
of any unexercised stock options, whether qualified or unqualified
and contributions made to 401K and Profit Sharing Plans.
“Compensation” shall exclude any amounts earned by an
employee in a given year, the payment of which was deferred until a
future year.
All amounts payable pursuant to this
Agreement shall be payable in a lump sum or on an installment
basis, at the option of the Employee. In the event the employee
chooses to have his payments remitted in a lump sum, the Bank shall
tender payment within sixty (60) days of the Employee’s
termination of employment or, at the direction of the Employee, on
a date thereafter, but in no event later than the fifth anniversary
of the date of termination. In the event the Employee chooses to
have his payments remitted on an installment basis, the Bank shall
tender payments in equal monthly installments for a period not to
exceed sixty (60) months from the date of termination of
employment or until the fifth anniversary of the effective date of
the Business Combination, whichever period is shorter. All amounts
payable hereunder shall be in addition to, and not in lieu of,
retirement benefits, deferred compensation payments or any other
amounts to which the Employee otherwise may be entitled.
2. Covenant Not to Compete .
The parties to this Agreement recognize and understand that the
Employee, through his association with the Bank, has considerable
knowledge with respect to the business of banking, which knowledge
is valuable to the Bank. The parties also recognize that it would
be detrimental to the Bank if the Employee used such knowledge to
compete against the Bank. Consequently, the parties to this
Agreement understand and agree that in consideration of the
payments made in accordance with paragraph 1 above, the
Emp
