EXHIBIT #10.19
CAMDEN NATIONAL
CORPORATION
LONG-TERM PERFORMANCE SHARE
PLAN
1. Purpose. This Plan is
intended to create incentives for certain executive officers of the
Company to allow the Company to attract and retain in its employ
persons who will contribute to the future success of the Company.
It is further the intent of the Company that Awards made under this
Plan will be used to achieve the twin goals of (i) aligning
executive incentive compensation with increases in stockholder
value and (ii) using equity compensation as a tool to retain key
employees. This Plan shall be a sub-plan of the Stock Option Plan
and any Shares awarded under this Plan shall reduce the number of
Shares available for use under the Stock Option Plan.
2. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings
set forth below:
2.1 “ Award ”
shall mean, for any Participant, the actual payment in Shares at
the end of a Long Term Performance Period.
2.2 “Board” shall
mean the Board of Directors of the Company.
2.3 “Change of
Control” shall mean the occurrence of any one of the
following events:
(a) any “Person,” as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
(other than the Company, any of its subsidiaries, or any trustee,
fiduciary or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its
Subsidiaries), together with all “affiliates” and
“associates” (as such terms are defined in Rule 12b-2
under the Exchange Act) of such person, shall become the
“beneficial owner” (as such term is defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25 percent or more of the
combined voting power of the Company’s then outstanding
securities having the right to vote in an election of the Board
(“Voting Securities”) (in such case other than as a
result of an acquisition of securities directly from the Company);
or
(b) persons who, as of the Effective
Date, constitute the Board (the “Incumbent Directors”)
cease for any reason, including, without limitation, as a result of
a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that any
person becoming a director of the Company subsequent to the
Effective Date shall be considered an Incumbent Director if such
person’s election was approved by or such person was
nominated for election by either (i) a vote of at least a majority
of the Incumbent Directors or (ii) a vote of at least a majority of
the Incumbent Directors who are members of a nominating committee
comprised, in the majority, of Incumbent Directors; but provided
further, that any such person whose initial assumption of office is
in connection with an actual or threatened election contest
relating to the election of members of the Board or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board, including by reason of agreement
intended to avoid or settle any such actual or threatened contest
or solicitation, shall not be considered an Incumbent Director;
or
(c) the consummation of a
consolidation, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company (a
“Corporate Transaction”); excluding, however, a
Corporate Transaction in which the stockholders of the Company
immediately prior to the
1
Corporate Transaction, would,
immediately after the Corporate Transaction, beneficially own (as
such term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, shares representing in the aggregate more
than 50 percent of the voting shares of the corporation issuing
cash or securities in the Corporate Transaction (or of its ultimate
parent corporation, if any); or
(d) the approval by the stockholders
of any plan or proposal for the liquidation or dissolution of the
Company.
Notwithstanding the foregoing, a
“Change of Control” shall not be deemed to have
occurred for purposes of the foregoing clause (a) solely as the
result of an acquisition of securities by the Company which, by
reducing the number of shares of Voting Securities outstanding,
increases the proportionate number of shares of Voting Securities
beneficially owned by any person to 25 percent or more of the
combined voting power of all then outstanding Voting Securities;
provided, however, that if any person referred to in this sentence
shall thereafter become the beneficial owner of any additional
shares of Voting Securities (other than pursuant to a stock split,
stock dividend, or similar transaction or as a result of an
acquisition of securities directly from the Company) and
immediately thereafter beneficially owns 25 percent or more of the
combined voting power of all then outstanding Voting Securities,
then a “Change of Control” shall be deemed to have
occurred for purposes of the foregoing clause (a).
2.4 “ Code ”
shall mean the Internal Revenue Code of 1986, as
amended.
2.5 “ Committee ”
shall mean those members of the Compensation Committee of the Board
who are “outside directors” and “non-employee
directors” as such terms are defined under the Code,
applicable regulations and Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended,
respectively.
2.6 “ Company ”
shall mean Camden National Corporation.
2.7 “ Effective Date
” shall mean January 1, 2005.
2.8 “ Fiscal Year
” shall mean the fiscal year of the Company, which is the
12-month period ending December 31 of each year.
2.9 “ Long Term Performance
Period ” shall mean a period of three consecutive Fiscal
Years beginning on the January 1 of the first year of such Long
Term Performance Period, with the first Long Term Performance
Period commencing on January 1, 2005 and ending December 31, 2007.
Notwithstanding the foregoing, a Long Term Performance Period shall
terminate prior to the expiration of three consecutive Fiscal Years
to the extent required pursuant to Section 6.3 hereof.
2.10 “ Participant
” shall mean an executive officer of the Company designated
by the Committee pursuant to Section 4 to participate in the Plan
with respect to a Long Term Performance Period.
2.11 “ Performance
Measure ” for any Long Term Performance Period shall mean
(i) Return on Average Equity, and (ii) Tangible Book Value Per
Diluted Share.
2.12 “ Plan ”
shall mean the Camden National Corporation Long-Term Performance
Share Plan, as amended from time to time.
2
2.13 “Retirement”
shall mean an employee’s bona fide retirement from the
Company provided that at the time of such retirement (a) such
employee is in good standing, and (b) has attained age 55 with at
least 10 years of employment with the Company or has attained age
65 with at least five years of employment with the
Company.
2.14 “Return on Average
Equity” or “ROAE” for a Long Term Performance
Period shall mean (i) the Company’s net income after taxes
during such Long Term Performance Period, divided by (ii) the
Company’s average equity during such Long Term Performance
Period, in each case as reported in the Company’s annual
reports on Form 10-K for the years included in such Long Term
Performance Period.
2.15 “ Share ”
shall mean a share of common stock, no par value, of the
Company.
2.16 “ Stock
Opti
