Exhibit
10


Maine
& Maritimes Corporation


EMPLOYEE
RETENTION AGREEMENT





This
Employee Retention Agreement dated as of _________, _____ (this
“Agreement”) is entered into between Maine & Maritimes Corporation, a Maine
corporation (the “Company”), and [insert name of executive]
(the “Executive”) (the Company and Executive are sometimes referred to as
“Party” or collectively “Parties”).




Recitals




Whereas,
the Executive is employed by the Company as its [title]; and




Whereas,
the Board of Directors of the Company has determined this Agreement to be in the
best interests of the stockholders of the Company, in order to encourage the
attention and dedication of the Executive to his assigned duties with the
Company without distraction in connection with potentially disruptive
circumstances arising from the possibility of a Change in Control (as defined
herein) or certain other events specified in this Agreement;




Now,
Therefore, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Parties, the Company and the
Executive agree as follows:




Section
1.          Certain
Definitions




As used
herein, the following terms have the indicated meanings:




(1)           “Cause” for termination by the
Company of the Executive’s employment shall mean (i) the willful and continued
failure by the Executive to substantially perform his duties with the Company
after a written notice is delivered to the Executive by the Company, which
notice specifically identifies the manner in which the Company believes that the
Executive has not substantially performed the Executive’s duties; or (ii) the
willful engaging by the Executive in gross misconduct that is injurious to the
Company, monetarily or otherwise (including, without limitation, the Executive’s
conviction, by a court of competent jurisdiction, of a crime adversely
reflecting on the Executive’s honesty, trustworthiness or fitness to carry out
the responsibilities of his position with the Company).  An act, or
failure to act, on the Executive’s part shall be deemed “willful” where such act
is done, or not done, by the Executive: (i) in the absence of good faith; or
(ii) without a reasonable belief that the Executive’s act, or failure to act,
was in the best interest of the Company.




(2)           For
the purpose of this definition (“Change in Control”), the
term “Company,” shall be defined as Maine & Maritimes Corporation or any of
its subsidiaries.  A “Change in Control” shall be
deemed to have occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied:




(a)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportion as their ownership of stock of the Company)
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended), directly or indirectly, of
securities of the Company representing fifty percent or more of the combined
voting power of the Company’s then-outstanding voting securities;




(b)           a
change in the composition of the Board of Directors of the Company, as a result
of which fewer than a majority of the directors are persons who either
(A) are directors of the Company as of the date hereof or (B) were elected
after nomination by a majority of the directors of the Company on the date
hereof and directors so elected previously;




(c)           any
merger or consolidation of the Company, approved by the stockholders of the
Company, with any other corporation; other than:






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(A)           any
such merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior to the merger or consolidation, continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) more than fifty percent of the
combined voting power of the voting securities (entitled to vote generally for
the election of directors) of the Company or such surviving or parent entity
outstanding immediately after such merger or consolidation, or subsequently at
any time as contemplated by or as a result of, such merger or consolidation;
or




(B)           any
such merger or consolidation where such merger or consolidation is effected to
implement a recapitalization or reincorporation of the Company (or similar
transaction) in which no “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) acquires fifty percent
or more of the combined voting power of the Company’s then-outstanding voting
securities;




(d)           any
merger or consolidation of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company’s
stock, would be converted into cash, securities or other property; other thana merger or
consolidation of the Company in which the stockholders of the Company
immediately prior to the merger or consolidation have substantially the same
proportionate ownership and voting control of the surviving corporation or
parent entity immediately after the merger or consolidation;




(e)           except
as described in paragraph _A_, below, the Company ceases to be a reporting
company pursuant to Section 13 (a) of the Securities Exchange Act of 1934 as
amended, or any similar successor provision;




(f)           the
number of the Company’s Outside Directors, as defined below, is decreased by
more than fifty percent in any twenty-five month period or the number of the
Company’s directors increased in such a manner that the Outside Directors
constitute less than a majority of the Board;




(g)           the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale, lease, exchange, liquidation, disposition
or other transfer (in one transaction or a series of transactions) by the
Company of all or substantially all of the Company’s assets (or any transaction
having a similar effect).




(h)           further, a
“Change in Control”shall not be
deemed to occur if the conditions set forth in any one of the following
sub-paragraphs shall have been satisfied:




(A) a merger, consolidation or
reorganization of the Company if, upon consummation of such transaction all of
the outstanding voting stock of the Company is owned, directly or indirectly, by
a holding company, and the holders of the Company’s common stock immediately
prior to the transaction have substantially the same proportionate ownership and
voting control of the holding company; or




(B)  upon a Change of
Control of a subsidiary, the Executive is offered a position with another entity
in the Maine & Maritimes Corporation corporate family at a comparable
salary.




(3)           “Good Reason” for termination
by the Executive of the Executive’s employment shall mean the occurrence of any
one of the following acts unless such act is corrected prior to the Termination
Date specified in the Termination Notice given in respect thereof or, in the
case of paragraph (d) below, such act is not objected to in writing by the
Executive within four months after notification by the Company to the Executive
of the Company’s intention to take the action contemplated by such paragraph
(d):




(a)           the
assignment of duties to the Executive which:






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(i)
            are
      materially different from his duties immediately prior to the Change in
      Control, or





(ii)
            result
      in his having significantly less authority or responsibility than he had
      prior to the Change in Control;





(b)           the
Executive’s removal from, or any failure to re-elect him to, any position he
held immediately prior to the Change in Control;





(c)           a
reduction of the Executive’s annual base salary in effect on the date of the
Change in Control or as the same may be increased from time to time
thereafter;





(d)           the
Company’s transferring or assigning the Executive to a place of employment more
than one hundred miles from Presque Isle, Maine, except where: (1) such transfer
or assignment is to a subsidiary or affiliate entity location, consistent with
the Executive’s duties; and (2) in connection with required business travel to
an extent substantially consistent with the Executive’s business travel
obligations immediately prior to the Change in Control;





(e)           the
Company’s failure to provide the Executive with substantially the same health,
life and other employee benefit plans, programs and arrangements (specifically
including the Company’s compensation and incentive plans, as the same may be
amended in the future), and substantially the same perquisites of employment, as
provided to him immediately prior to the Change in Control or as the same may be
increased thereafter;





(f)           the
Company’s failure to provide the Executive with substantially the same support
staff as provided to him immediately prior to the Change in Control;
or





(g)           the
Company’s failure to increase the Executive’s salary, employee benefits or
perquisites of employment in a manner or amount commensurate with increases
provided to the Company’s other executive officers.





(4)           “Outside Directors”an “Outside Director” as of a
given date, shall mean a member of the Company’s board of directors who has been
a director of the Company throughout the six month period prior to such date and
who has not been an employee of the Company at any time during such six month
period.





(5)           “Termination Date” shall have
the meaning stated in Section 2(2).




(6)           “Termination Notice” shall
have the meaning stated in Section 2(1).




Section
2.         Termination
Procedures




(1)           Termination
Notice.   Any purported termination of the Executive’s
employment (other than by reason of death or at will termination) shall be
communicated by a written notice of the terminating party (a “Termination
Notice”) in accordance with Section 6(2).




(2)           Termination
Date.  “Termination Date” shall mean the date as of which the
Executive’s employment is to terminate as specified in the Termination Notice,
which, in the case of a termination by the Company otherwise than for Cause, may
be the same date of the Termination Notice and, in the case of a termination by
the Executive, shall not be less than fourteen days nor more than sixty days,
respectively, from the date the Termination Notice is given, unless otherwise
agreed to by the parties.




Section
3.           Benefits Upon Certain
Terminations






33




(1)           General.If a
Change of Control occurs and, within one year following the occurrence of such
Change of Control (i) the Company terminates the Executive’s employment for any
reason other than for Cause, or (ii) the Executive terminates his employment for
Good Reason, then in lieu of any further salary payments to the Executive for
periods subsequent to the Termination Date, the Company shall provide the
Executive with the following:




(a)           Within
thirty business days after the Termination Date, a lump sum cash payment equal
to the sum of: (i) __ hundred percent (X00%) of the Executive’s annual base
salary in effect upon the Change in Control or the date of the Termination
Notice, whichever is higher, and (ii) __ hundred percent (X00%) of the bonus
award the Executive would have received for the year in which such termination
occurs pursuant to the Company’s Incentive Compensation Plan, assuming that his
employment had not terminated and that for such year all applicable performance
goals will be met.  In the event any portion of this award depends on
goals that cannot be determined until the close of the plan year, then payment
of that amount shall be made within thirty days after the goal has been
determined.




(b)           The
continuation of the Executive’s participation and the participation of his
dependants (to the extent they were participating on the date of the Termination
Notice) in the Company’s health, life, disability and other employee benefit
plans, programs and arrangements (excluding the Pension Plan and the Non-Union
Retirement Savings Plan) for a period of twenty-four (24) months after such
termination as if he were still employed during such period; provided, however,
if such participation in any such plan, program or arrangement is specifically
prohibited by the terms thereof, the Company shall provide the Executive (and
his dependants) with benefits substantially similar to those which he was
entitled to receive under such plan, program or arrangement immediately prior to
his termination of employment.  Additionally, at the end of any period
of such coverage, the Executive shall have the right to have assigned to him,
for the cash surrender value thereof, any assignable insurance owned by the
Company on the life of the Executive.  For purposes of this paragraph
3(b), any employee benefit determined with reference to the Executive’s
compensation or earnings shall be based on his annual base salary unless
otherwise provided under the terms of the applicable employee benefit plan,
program or arrangement.




(2)           Death, at will
termination.Notwithstanding any provision of this Agreement
to the contrary, no benefits are payable hereunder upon the Executive’s death
prior to: (1) the involuntary termination of his employment with the Company for
Cause or otherwise, or (2) the voluntary termination by the Executive of the
Executive’s employment with the Company for Good Reason.  No benefits
are payable hereunder upon the Company’s at will termination of employment for
reasons other than those set forth in this Agreement.




Section
4.             Term of Agreement




This
Agreement initially shall continue in effect until_____________.




Section
5.             Successors




In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive’s employment for Good Reason, except
that, for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Termination Date.




Section
6.             Miscellaneous




(1)           Amendments.  This
Agreement may not be amended, modified or supplemented by the parties hereto in
any manner, except by an instrument in writing signed on behalf of each of the
parties hereto.






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(2)           Notices.   Any
notice, request, instruction or other document to be given hereunder by any
party to the other shall be in writing and delivered personally or sent by
certified mail, postage prepaid, by facsimile (with receipt confirmed), or by
courier service and shall be effective upon receipt if addressed or sent as
follows:




To the
Company:             Maine
& Maritimes Corporation


[Insert mailing
address]


Fax:


Attention:




To the
Executive:             [Insert name and mailing address of
Executive]


Fax:




or to
such other address or person as may be designated in writing by a party, by a
notice given to the others as aforesaid.




(3)           No Additional
Effect.  Except as expressly provided herein, nothing contained
herein shall be construed to provide the Executive with any specific period of
employment, right to be retained in the service of the Company or other rights,
nor shall this Agreement be construed to otherwise limit the rights of the
Company to discharge or take other action with respect to the
Executive.  The Executive hereby acknowledges that he or she remains
an employee at will of the Company and that any rights of the Executive arising
under this Agreement arise only upon the circumstances specifically set forth in
this Agreement.




(4)           Construction.  The
headings in this Agreement are included only for convenience and shall not
affect the meaning or interpretation of this Agreement.  The words
“herein” and “hereof” and other words of similar import refer to this Agreement
as a whole and not to any particular part of this Agreement.  The word
“including” as used herein shall not be construed so as to exclude any other
thing not referred to or described.  The Outside Directors shall have
the authority to construe and interpret this Agreement on behalf of the Company,
and any such determination by the Outside Directors shall be the conclusive
construction on behalf of the Company.




(5)           Entire Agreement, Assignability,
etc.  This Agreement (i) constitutes the entire agreement, and
supersedes all other prior agreements, including without limitation prior
employee continuity agreements, and understandings, both written and oral,
between the parties with respect to the subject matter hereof, (ii) is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder, except as otherwise expressly provided herein, and
(iii) shall not be assignable by operation of law or
otherwise.  No provisions of this Agreement are intended, nor will be
interpreted, to provide or create any third party beneficiary rights or any
other rights of any kind in any person unless specifically provided otherwise
herein, and, except as so provided, all provisions hereof will be personal
solely among the parties to this Agreement.




(6)           Validity.  The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
each of which shall remain in full force and effect.




(7)           Governing
Law.  This Agreement shall be governed by the laws of the State
of Maine, regardless of the laws that otherwise might govern under applicable
principles of conflicts of laws thereof.




(8)           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but both of which together shall constitute one and the same
instrument.




(9)           Funding.  This
Agreement shall not be construed to create or require the Company to create a
trust or to otherwise act to fund the amounts payable hereunder.




(10)           Limitation on Amount to be
Paid.  If payment of any amount under this Agreement would
cause the Executive to be subject to an excise tax pursuant to Section 4999 of
the Internal Revenue Code (as amended from time to time) or the regulations
thereunder, then such amount shall not be paid to the extent necessary to avoid
the imposition of such tax.  The preceding sentence shall apply only
if the aggregate amount payable to the Executive or for his or her benefit under
this Agreement, after payment of such excise tax, would be less than the
aggregate amount payable in accordance with the preceding sentence.






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(11)           Arbitration.  The
Parties agree to resolve all disputes arising under this Agreement in
arbitration as follows:




(a)           Any
arbitration under this Agreement, and any related judicial proceeding, shall be
initiated and shall proceed pursuant to the provisions of the Maine Uniform
Arbitration Act (the “Act”) and, to the extent consistent with the Act, the then
prevailing rules of the American Arbitration Association (the “Association”) for
labor and employment contracts.  To initiate arbitration hereunder,
demand shall be given in writing to the Association and the other Party no later
than one year after the claim arises.  Any claim for which such demand
is not made within one year after the claim arises shall be barred and
discharged.




(b)           Any
arbitration under this Agreement shall be before a single arbitrator mutually
acceptable to the Parties, and an award in such arbitration may include only
damages which the arbitrator determines to be due under express provisions of
this Agreement.  The arbitrator shall have no authority to award any
other damages including without limitation, consequential and exemplary
damages.  Any award in arbitration shall be subject to enforcement and
appeal pursuant to the Act.




(c)           The
Parties shall share equally all costs and fees charged by the Association or the
arbitrator.




(12)           Execution of Further
Documents.  In the event the Executive receives payments or
benefits pursuant to this Agreement and the Company’s legal counsel deems it
necessary for the Company to receive a release or other acknowledgement the
Executive agrees to execute any such document as may be reasonably required as a
condition of his/her receipt of such payment or benefits.




In
Witness Whereof, the parties have duly executed this Agreement as of the
date first above written.










MAINE &
      MARITIMES CORPORATIONBy:Title:EXECUTIVEName:




Employees
Who Have Executed Above Employee Retention Agreement with
MPS:


Executive
                Effective PeriodsBrent
      M. Boyles, President  and Chief Executive
Officer
                09/05/06
      to 09/05/09Patrick
      C. Cannon, VP, General Counsel, Secretary and Clerk
                05/19/09
      to 05/19/11Michael
      A. Eaton, VP, Information Technology  and Customer
      Service
                05/19/09
      to 05/19/11Michael
      I. Williams, SRVP, Chief Financial Officer, Treasurer and Assist.
      Secretary
                05/19/09
      to 05/19/11Randi
      J. Arthurs, VP, Accounting, Controller, and Asst.
Treasurer
                05/19/09
      to 05/19/11Tim
      D. Brown, VP, Engineering and Operations
                05/19/09
      to 05/19/11