<Page>
Exhibit 10.y
MAINE & MARITIMES CORPORATION
2002 STOCK OPTION PLAN
1.
PURPOSE. The
purpose of the Plan is to provide designated Employees of
Maine & Maritimes Corporation and its Subsidiaries with stock
ownership
opportunities and additional incentives to contribute to the
success of the
Company, and to attract, reward and retain Employees of outstanding
ability.
2.
DEFINITIONS. As
used in this Plan, the following words and phrases
wherever capitalized shall have the following meanings unless the
context
clearly indicates that a different meaning is intended:
(a)
"Board" shall mean the Board of Directors of the Company.
(b) "Code"
shall mean the Internal Revenue Code of 1986, as from time
to
time amended.
(c)
"Committee" shall mean the committee described in Section 3,
which shall have the authority to control and manage the
administration of
the
Plan.
(d)
"Common Stock" shall mean common stock, par value, $7.00 per
share, of the Company.
(e)
"Company" shall mean Maine & Maritimes Corporation.
(f)
"Disability" shall mean an Employee's inability to engage in
any
substantial gainful activity by reason of any medically
determinable
physical or mental impairment which can be expected to result in
death or
which has lasted or can be expected to last for a continuous period
of not
less
than twelve (12) months. An Employee shall not be considered
disabled
unless he or she furnishes proof of the existence of such
Disability in
such
form and manner, and at such times, as the Committee may
require.
(g)
"Employee" shall mean any person who is employed by the Company
or
any Parent or Subsidiary.
(h) "Fair
Market Value" shall mean, with respect to Shares, the
closing price of Shares as reported on the American Stock Exchange
or such
other principal exchange or quotation network on which the Shares
are
traded; provided, however, that the Fair Market Value of the Shares
to be
issued under any Incentive Stock Option shall be determined by
the
Committee in accordance with the applicable requirements of
subsections
422(b)(4) and
<Page>
(c)(7) of the Code and the regulations issued thereunder.
(i)
"Incentive Stock Option" shall mean an option granted to an
individual for any reason connected with his or her employment by
a
corporation, if granted by the employer corporation or its Parent
or
Subsidiary corporation, to purchase stock of any of such
corporations, but
only
if such option meets the requirements of Section 422 of the
Code.
(j)
"Nonqualified Stock Option" shall mean an Option granted under
the
Plan that is not an Incentive Stock Option.
(k)
"Option" shall mean a right granted under the Plan to purchase
Shares.
(l)
"Option Agreement" shall mean a written instrument that
specifies
the
terms, conditions and restrictions of an Option and incorporates
the
applicable provisions of the Plan and such additional provisions
not
inconsistent therewith as the Committee shall determine.
(m)
"Optionee" shall mean an Employee who is granted an Option.
(n)
"Parent" shall mean, for purposes of the Incentive Stock Option
provisions of the Plan, a parent company within the meaning of
subsections
424(e) and (g) of the
Code.
(o) "Plan"
shall mean the Maine & Maritimes Corporation 2002 Stock
Option Plan.
(p)
"Share" shall mean a share of Common Stock of the Company, as
adjusted in accordance with subsection 4(b).
(q)
"Subsidiary" shall mean, for purposes of the Incentive Stock
Option provisions of the Plan, a subsidiary Company within the
meaning of
subsections 424(f) and (g) of the Code, and for all other purposes
of the
Plan, a Company of which Maine & Maritimes Corporation owns
directly or
indirectly at least fifty percent (50%) of the total combined
voting power
of
all classes of stock entitled to vote.
(r)
"Treasury Shares" shall mean Shares that have been issued and
sub-sequently acquired by the Company, but have not been canceled
or
retired.
3.
ADMINISTRATION.
(a) COMMITTEE MEMBERS. The Plan shall be administered by the
members
of
the Performance & Compensation Committee of the Board who are
not
2
<Page>
employees of the Company or any Parent or Subsidiary and who
otherwise
qualify as "non-employee directors" within the meaning of Rule
16b-3 under
the
Securities Exchange Act of 1934, as amended, and as "outside
directors"
within the meaning of Code Section 162(m), as amended, and the
regulations
thereunder. A majority of the members of the Committee shall
constitute a
quorum, and the action of a majority of the members present at any
meeting
at
which a quorum is present shall be deemed the action of the
Committee.
Any
member may participate in a meeting of the Committee by means of
a
conference telephone or similar communications equipment by means
of which
all
persons participating in the meeting can hear each other. Further,
any
action of the Committee may be taken without a meeting if all of
the
members of the Committee sign written consents, setting forth the
action
taken or to be taken, at any time before or after the intended
effective
date
of such action.
(b) POWERS. The Committee shall have the complete authority and
discretion to administer the Plan, including the following powers
which
shall be exercised in accordance with the terms of the Plan:
(i) to
determine the Employees to whom Options shall be
granted;
(ii) to
determine the time or times at which Options shall be
granted,
(iii) to determine the
type or types of Options to be granted;
(iv) to
determine the terms, conditions and restrictions of
each Option;
(v) to
make adjustments in accordance with subsection 4(b);
(vi) to
prescribe, amend and rescind rules and regulations
relating to the Plan;
(vii) to interpret the
Plan and make all other determinations
deemed necessary or advisable for the administration of the Plan;
and
(viii) to delegate to any officer of the Company the authority
to act for the Committee in such matters as the Committee may
specify.
Each determination, interpretation or other action taken pursuant
to
the
Plan by the Committee (or an officer of the Company acting under
a
delegation of authority by the Committee) shall be final and
conclusive for
all
purposes and binding upon all persons, including the Company,
its
Subsidiaries, the Board, the Committee, the Employees and their
respective
successors in interest.
3
<Page>
(c) SIGNATURES. The Committee may authorize any member thereof
to
execute all instruments required in the administration of the Plan,
and
such
instruments may be executed by electronic or facsimile
signature.
4.
STOCK SUBJECT TO
THE PLAN.
(a) LIMITATIONS. Subject to the provisions of subsection (b),
the
maximum number of Shares available for grant under the Plan shall
be
150,000 Shares, provided that the maximum aggregate number of
Shares which
may
be issued under the Plan pursuant to Incentive Stock Options shall
be
120,000 Shares. Any Shares issued hereunder may consist, in whole
or in
part, of authorized and unissued Shares or Treasury Shares.
In the event that any Shares subject to an Option are forfeited,
such
Shares shall, unless the Plan has been terminated, become available
again
for
grant and shall not be counted again for purposes of the
foregoing
share limitation. In the event that any Option granted under the
Plan
expires or terminates without the issuance of Shares or payment of
other
consideration in lieu of such Shares, the unissued Shares subject
to such
Option shall, unless the Plan has been terminated, become available
for
other Options.
In the event that an Employee transfers stock issued by the Company
in
full
or partial payment of the option price of an Option granted under
the
Plan, only the difference between (i) the number of Shares issued
upon
exercise of the Option and (ii) the number of Shares transferred in
payment
of
the option price shall be counted for purposes of the foregoing
limitation on the maximum number of Shares available for grant
under the
Plan. Notwithstanding the foregoing, the total number of Shares
issued
pursuant to the exercise of an Incentive Stock Option shall be
counted for
purposes of the foregoing special limitation on Shares issued
pursuant to
Incentive Stock Options.
(b) ADJUSTMENTS. If the number of Shares outstanding changes as
a
result of a stock split or stock dividend, the Committee shall
proportionately adjust: (i) the maximum number of Shares available
for
grant and the maximum aggregate number of Shares which may be
issued under
Incentive Stock Options; (ii) the number of Shares to be issued
under
Options; and (iii) the option price.
In the event of a merger or consolidation in which the Company is
the
surviving company, or the acquisition by the Company of property or
stock
of
another company, or any reorganization, the Committee shall
appropriately adjust: (i) the number and class of Shares to be
issued under
Options; and (ii) the option price. Any adjustments under this
subsection
(b)
affecting Incentive Stock Options shall be made so as to comply
with
the
applicable provisions of Sections 422 and 424 of the Code.
5.
ELIGIBILITY.
4
<Page>
The
Committee may, from time to time, designate Employees to whom
Options
may be granted in accordance with the terms o
