EMPLOYMENT AGREEMENT
This Agreement is made and entered into this 4th day of May, 1999, by and
between CAMDEN NATIONAL CORPORATION, a Maine Company and CAMDEN NATIONAL
BANK, a National Bank organized under the laws of the United States (hereafter
the "Companies") and XXXXXX XXXXXX (hereafter the "Employee").
1. EMPLOYMENT
Companies employ Employee and Employee hereby accepts such employment, upon
the terms and conditions hereinafter set forth. This Agreement is subject to
renewal only as set forth in paragraph 3 below.
2. DUTIES
Employee shall serve the Companies, and shall have such other duties and
responsibilities as the Companies shall determine from time to time, in the
position described in Attachment A.
Employee shall (i) devote Employee s full time and attention and best
efforts to the duties hereunder, including the promotion of the success of the
business of Companies, (ii) perform such duties in a reasonable, prompt, honest
and faithful manner, and (iii) not participate actively in any other business
during the term of Employee s employment under this Agreement without Companies
consent.
Employee acknowledges that Employee owes full loyalty to Companies, and
shall not engage in any activity or enter into any transaction that would or
might constitute a conflict of interest with the duties and loyalties owed to
Companies.
3. TERM OF EMPLOYMENT
Companies hereby employ and Employee hereby accepts employment for a
period of five (5) years from the date of this Agreement. This Agreement shall
be automatically renewed for successive five (5) year periods unless one party
or the other gives notice, in writing, at least ninety (90) days prior to the
expiration of this Agreement, or any renewal, of their desire to terminate the
Agreement or modify its terms.
4. COMPENSATION
Salary. Employee will be paid the salary specified in Attachment A.
Benefits. Employee shall be eligible to participate in or be covered by
any profit sharing, life insurance, health insurance, accident insurance,
disability insurance, retirement benefit, sick leave and other employee plans
from time to time that are effective generally for executive officers of the
Companies. Nothing herein shall limit the right of Companies to modify,
terminate or add programs.
5. TERMINATION
Employee's employment under this Agreement may be terminated prior to the
end of the initial term or any extension thereof as provided below:
A. Upon the death of Employee, this Agreement will automatically
terminate, and the only obligation Companies will have under this Agreement
will be to pay Employee s personal representative, administrator or executor
Employee's unpaid base salary through the date of Employee's death;
B. Companies may terminate Employee s employment hereunder at any time,
without notice, for cause. Upon such termination for cause, the only
obligation Companies will have under this Agreement will be to pay Employee's
unpaid base salary through the date of termination. For purposes of this
Agreement, termination for cause shall mean termination due to: (i) inability
or failure of Employee to perform Employee's duties under this Agreement in a
timely, reasonable, prompt, and competent manner; (ii) repeated negligence in
the performance of Employee's duties; (iii) dishonesty, fraud or self dealing,
including the expropriation of a corporate opportunity for personal benefit,
any act of moral turpitude, or commission of a criminal offense.
C. Before terminating the employment of Employee for any causes set forth
in (B)(i) and (ii) above, Companies shall give Employee thirty (30) days
written notice and an opportunity to cure, except that if the nature of
Employee's conduct is such that Companies may be materially harmed if they
postpone terminating Employee s employment, then Companies need not give
Employee an opportunity to cure and may terminate Employee's employment
immediately.
D. In the event Companies exercise, at any time during the initial five
(5) year term or the first five (5) year renewal of this Agreement, their
unrestricted right at their option to terminate this Agreement, other than
for death (under A above) or for cause (under B above), Companies shall pay
Employee, as severance, liquidated and any other damages combined, a sum
equal to two (2) years of salary from the date of termination, payable
according to Companies regular payroll schedule at the Employee s rate of
pay in effect at the time of said termination, together with the benefits
specified under Section 4 above, except profit sharing, during said two (2)
year severance pay period.
6. NON-COMPETITION
Because of the critical and sensitive role Employee will play in the
operation of Companies and in the promotion and sale of the services of
Companies, Employee covenants and agrees that at all times during the term
of employment under this Agreement, and for a period of four (4) years
after the termination of Employee's employment with Companies, whether under
this Agreement or otherwise, Employee will not start or materially participate
in the operation of any bank, credit union or financial institution having any
branch or other operation in any Maine county in which Companies or any of its
subsidiaries maintain or have maintained a branch or other operation. In
the event that the provisions of this Section should ever be deemed to exceed
the time or geographic limitations imposed upon non-competition agreements by
applicable law, then such provision shall be reformed to coincide with the
maximum time and geographic limitations permitted by applicable law.
7. SOLICITATION
Employee agrees that at all times during the term of employment under this
Agreement and for a period of four (4) years after the termination of
employment with Companies under this Agreement or otherwise, Employee will
not, directly or indirectly, for or on behalf of any other business or entity
solicit, divert, take away or accept the business of any of the customers of
Companies that were served by Employee and/or by Companies during the term of
employment or any prospective customers of Companies that Employee and/or
Companies actively solicited within one (1) year prior to the termination of
this Agreement for the purpose of selling banking, financial or insurance
services or products distributed by Companies during the term hereof to any
such customer or prospective customer. Employee further agrees that Employee
will not, within the foregoing period of time, directly or indirectly, attempt
or seek to cause any of the foregoing customers of Companies to refrain from
purchasing services or products from Companies
8. INTERFERENCE WITH EMPLOYEES
Employee agrees that during employment under this Agreement and for a
period of four (4) years after the termination of Employee's employment with
Companies under this Agreement or otherwise, Employee will not, directly or
indirectly, for or on behalf of any other business request or induce any
other employee of Companies or their affiliates to terminate employment of such
persons with Companies or their affiliates.
9. COMPANIES RIGHT TO INJUNCTIVE RELIEF
Employee understands and acknowledges that a breach by him of Sections 6,
7, or 8 of this Agreement will result in irreparable injury and damage to
Companies which will not be adequately compensated in money damages, that
Companies will have no adequate remedy at law for any breach of Sections 6, 7
or 8 hereof, and that Companies may therefore obtain, in addition to any
other legal remedies which may be available, such equitable relief as may be
necessary to protect them against any such breach or threatened breach
including, but not limited to, injunctive relief.
10. ARBITRATION
To the extent permitted by and without waiving Companies entitlement to
injunctive relief under Section 9 of this Agreement from a court of competent
jurisdiction, any controversy or claim relating to this Agreement shall be
settled by arbitration in Camden or Portland, Maine, in accordance with the
then governing rules of the American Arbitration Association. Judgment
upon any arbitration award may be entered and enforced in any court of
competent jurisdiction.
11. EFFECT OF TERMINATION
Expiration of the term of Employee's employment under this Agreement or
termination of Employee's employment either by Companies or Employee shall
in no way limit or restrict Employee's obligations under this Agreement which
shall remain in full force and effect for the remaining periods set forth in
such Agreement.
12. CHANGE IN CONTROL
In the event there is a change in control of Companies during the initial
five (5) year term or the first five (5) year renewal of this Agreement,
Employee may, at his unrestricted option, terminate this agreement, except
the provisions of Sections 6, 7, 8, 9, and 10 which shall remain in full force
and effect, and receive the two (2) years of salary and benefits specified
under Section 5(D) above. For purposes of this Agreement, change in control
shall mean the sale, transfer or acquisition, whether by purchase, merger or
otherwise, by which any person, firm or corporation directly or indirectly
acquires substantially all the assets or a voting majority of the stock of
the Companies.
13. SAVINGS CLAUSE
Should any valid federal or state law or final determination of any
administrative agency or court of competent jurisdiction affect any provision
of this Agreement, the provision or provisions so affected shall automatically
be void and otherwise this Agreement shall continue in full force and effect.
14. CONSTRUCTION
Each party has cooperated in the drafting and preparation of this
Agreement. Hence, in any construction to be made of this Agreement, the same
shall not be construed against any party on the basis of that party being the
"drafter".
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Maine.
16. EXECUTION
This Agreement is being executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Photographic copies of such signed counterparts may be
used in lieu of the originals for any purpose.
In witness whereof, the parties hereto have executed this Agreement as of
the date first above written.
___________________________________
Camden National Corporation
By _________________________________
Its Chairman
___________________________________
Camden National Bank
By _________________________________
Its Chairman
(Employee)
____________________________________
ATTACHMENT A
Name of Employee: Xxxxxx Xxxxxx
Position: President, Camden National Corporation and
Camden National Bank
Duties: Oversee and manage all aspects of the Holding Company and
Bank operation
Reports to: Board of Directors
Salary: at the rate of $235,000.00 per year payable according to
Companies regular payroll schedule
The Employee's salary may be increased during the term of this Agreement
and any references in this Agreement to salary shall be to the salary in effect
at the time or the salary specified in this provision, whichever is greater.
