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Exhibit
#10.1
RESIGNATION AND GENERAL
RELEASE AGREEMENT
This Resignation and General
Release Agreement (“Agreement”) made this 9th day of
October 2007, by and between Laurel J. Bouchard
(“Employee”), an individual, and CAMDEN NATIONAL
CORPORATION, a corporation organized under the laws of the State of
Maine, and CAMDEN NATIONAL BANK, a bank organized under the laws of
the State of Maine, (“Companies”), is a resignation
agreement which includes a general release of claims.
In consideration of the
covenants undertaken and the releases contained in this Agreement,
Employee and Companies agree as follows:
Employee shall voluntarily
resign from her position as Senior Vice President and Chief
Administrative Officer, or such other position as Employee may be
assigned by Companies, and as an employee of Companies in any other
capacity by executing Exhibit A hereto, such resignation by
Employee to be effective no later than March 31, 2008 or such
earlier date as designated by Companies and/or Employee (hereafter
referred to as “Date of Separation” regardless of
whether selected by Employee or Companies).
Companies agree to provide
Employee with a letter of reference as set forth in Exhibit B
hereto.
| 3. |
RETURN OF CONFIDENTIAL MATERIALS |
Employee shall return to
Companies any equipment issued to her and shall not take or copy in
any form or manner computer files, lists of customers, prices, and
similar confidential materials or information.
| 4. |
SEVERANCE AND OTHER BENEFITS |
Conditioned upon
Employee’s compliance with all of the terms and conditions of
this Agreement, Companies shall furnish Employee the following
consideration:
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A. |
Pay at Employee’s current rate of pay, less standard
withholding and any authorized deductions and in accordance with
Companies’ regular weekly payroll schedule, a total of 60
weeks of pay, which includes any accrued paid time off pay
entitlement, commencing on Employee’s Date of Separation
provided it occurs on or before March 31, 2008; (hereafter
“Salary Continuation”). |
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B. |
Continue Employee’s group health, group life insurance,
group dental, and group long-term disability, to the extent
permitted by respective group plan provisions, through the last day
of the last month of Salary Continuation, as determined under the
immediately preceding provision, on the same terms and conditions
on which such benefits are provided to similar level employees. To
the extent coverage is not permitted by the plan provisions,
companies shall compensate Employee for the one year costs the
companies would have otherwise incurred during that
year. |
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C. |
Regardless of Employee’s Date of Separation, she will be
treated as a participant for purposes of qualifying for any
award(s) for the performance measurement period commencing on
January 1, 2005 and ending on December 31, 2007 pursuant
to the terms of Companies Long Term Performance Share Plan and
Companies expressly waive any forfeiture as provided by Paragraph 7
of said Plan. As for future performance measure periods, Employee
shall be treated as a retiree and shall qualify for prorated awards
in accordance with the agreement. |
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D. |
Companies shall make a contribution to Employee’s
deferred compensation plan account in the amount of $6,200
(equivalent to the 4% 401(k) matching contribution on one year of
salary) on or before her Date of Separation but in no event before
January 1, 2008. |
The parties agree that the
terms and conditions of this Agreement shall remain confidential as
between the parties and they shall not disclose them to any third
party except as required by federal and/or state reporting laws,
including Securities Exchange Commission regulations and rules, and
entities making unemployment benefit determinations. Without
limiting the generality of the foregoing, the parties agree they
will not respond to or in any way participate in or contribute to
any public discussion, notice, or other publicity concerning, or in
any way relating to, execution of this Agreement or the events
(including any negotiations) which led to its execution. Without
limiting the generality of the foregoing, Employee specifically
agrees that she shall not disclose information regarding this
Agreement to any current or former employee of the Companies.
Without limiting the foregoing, Employee may disclose the monetary
aspects of this Agreement to her attorneys or financial advisors
provided she informs them of this confidentiality provision and
they agree to abide by it. Employee hereby agrees that disclosure
by her of any of the terms and conditions of the Agreement in
violation of the foregoing shall constitute and be treated as a
material breach of this Agreement. Employee further agrees that she
will not make disparaging, uncomplimentary, or negative remarks
about the Companies, their products, business affairs, or
employees.
| 6. |
DENIAL OF ANY VIOLATION - AGREEMENT NOT EVIDENCE |
Companies expressly deny any
violation of any of their policies, procedures, state or federal
laws or regulations. Accordingly, while this Agreement resolves all
issues between Companies and Employee relating to any alleged
violation of Companies’ policies or procedures or any state
or federal law or regulation, this Agreement does not constitute an
adjudication or finding on the merits and it is not, and shall not
be construed as, an admission by Companies of any violation of
their policies, procedures, state or federal laws or regulations.
Moreover, neither this Agreement nor anything in this Agreement
shall be construed to be or shall be admissible in any proceeding
as evidence of or an admission by Companies of any violation of
their policies, procedures, state or federal laws or regulations.
This Agreement may be introduced, however, in any proceeding to
enforce the Agreement. Such introduction shall be pursuant to an
order protecting its confidentiality.
| 7. |
GENERAL RELEASE AND DISCHARGE |
Except for those obligations
created by or arising out of this Agreement for which receipt or
satisfaction has not been acknowledged herein, Employee on behalf
of herself and her descendants, ancestors, dependents, heirs,
executors, administrators, assigns, and successors, and each of
them, hereby covenants not to sue and fully releases and discharges
Companies, and their parents, subsidiaries, and affiliates, past
and present, and each of them, as well as their trustees,
directors, officers, agents, attorneys, insurers, employees,
stockholders, representatives, assigns, and successors, past and
present, and each of them, hereinafter together and collectively
referred to as “Releasees”, with respect to and from
any and all claims, wages, demands, rights, liens, agreements,
contracts, cove
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