**Exhibit10(d)**

**Maine & MaritimesCorporation**

**EMPLOYEE RETENTIONAGREEMENT**

THIS EMPLOYEE RETENTIONAGREEMENT 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,has been employed by the Company in a management capacity forapproximately     years and is now its **[title]**;and

 

WHEREAS, the Board ofDirectors of the Company has determined this Agreement to be in the bestinterests of the stockholders of the Company, in order to encourage theattention and dedication of the Executive to his assigned duties with theCompany without distraction in connection with potentially disruptivecircumstances arising from the possibility of a Change in Control (as definedherein) or certain other events specified in this Agreement;

 

NOW, THEREFORE, in considerationof the mutual promises and covenants contained herein and for other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged by the Parties, the Company and the Executive agree as follows:

 

Section 1.**               CertainDefinitions**

As used herein, the following terms have the indicatedmeanings:

(1)           “*Cause”* for termination by the Company ofthe Executive’s employment shall mean (i) the willful and continued failure bythe Executive to substantially perform his duties with the Company after awritten notice is delivered to the Executive by the Company, which noticespecifically identifies the manner in which the Company believes that theExecutive has not substantially performed the Executive’s duties; or (ii) thewillful engaging by the Executive in gross misconduct that is injurious to theCompany, monetarily or otherwise (including, without limitation, the Executive’sconviction, by a court of competent jurisdiction, of a crime adverselyreflecting on the Executive’s honesty, trustworthiness or fitness to carry outthe responsibilities of his position with the Company).  An act, or failure to act, on the Executive’spart shall be deemed “willful” where such act is done, or not done, by theExecutive: (i) in the absence of good faith; or (ii) without a reasonablebelief that the Executive’s act, or failure to act, was in the best interest ofthe Company.

(2)           Forthe purpose of this definition (*“Change in Control”*)only, the term “Company,” first defined above, shall also be defined to includeMaine Public Service Company in addition to its parent, Maine & MaritimeCorporation.  A “*Change in Control”* shall be deemed to haveoccurred if the conditions set forth in any one of the following paragraphsshall have been satisfied:

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

(b)           achange in the composition of the Board of Directors of the Company, as a resultof 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 electedafter nomination by a majority of the directors of the Company on the datehereof and directors so elected previously;

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

(A)          anysuch merger or consolidation that would result in the voting securities of theCompany outstanding immediately prior to the merger or consolidation,continuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving or parent entity) more than fiftypercent of the combined voting power of the voting securities (entitled to votegenerally for the election of directors) of the Company or such surviving orparent entity outstanding immediately after such merger or consolidation, orsubsequently at any time as contemplated by or as a result of, such merger orconsolidation; or

(B)           anysuch merger or consolidation where such merger or consolidation is effected toimplement a recapitalization or reincorporation of the Company (or similartransaction) in which no “person” (as such term is used in Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended) acquires fiftypercent or more of the combined voting power of the Company’s then-outstandingvoting securities;

(d)           anymerger or consolidation of the Company in which the Company is not thecontinuing or surviving corporation or pursuant to which shares of the Company’sstock, would be converted into cash, securities or other property; *other than*a merger or consolidation of the Company in whichthe stockholders of the Company immediately prior to the merger orconsolidation have substantially the same proportionate ownership and votingcontrol of the surviving corporation or parent entity immediately after themerger or consolidation;

(e)           exceptas described in paragraph    , below, the Company ceases to be areporting company pursuant to Section 13 (a) of the Securities Exchange Act of1934 as amended, or any similar successor provision;

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

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

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

(A)a merger, consolidation or reorganization of the Company if, upon consummationof such transaction all of the outstanding voting stock of the Company isowned, directly or indirectly, by a holding company, and the holders of theCompany’s common stock immediately prior to the transaction have substantiallythe same proportionate ownership and voting control of the holding company.

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

(a)           theassignment of duties to the Executive which:

(i)                                   arematerially different from his duties immediately prior to the Change inControl, or

(ii)                                  resultin his having significantly less authority or responsibility than he had priorto the Change in Control;

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

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

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

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

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

(g)           theCompany’s failure to increase the Executive’s salary, employee benefits orperquisites of employment in a manner or amount commensurate with increasesprovided 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 Companythroughout the six month

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period prior to such dateand who has not been an employee of the Company at any time during such sixmonth period.

(5)           “*Termination Date”* shall have the meaningstated in Section 2(2).

(6)           “*Termination Notice”* shall have the meaningstated in Section 2(1).

Section 2.**               TerminationProcedures**

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

(2)*           TerminationDate.*  “Termination Date” shall meanthe date as of which the Executive’s employment is to terminate as specified inthe Termination Notice, which, in the case of a termination by the Companyotherwise 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 fourteendays nor more than sixty days, respectively, from the date the TerminationNotice is given, unless otherwise agreed to by the parties.

Section 3.**               BenefitsUpon Certain Terminations**

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

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

(b)           Thecontinuation of the Executive’s participation and the participation of hisdependants (to the extent they were participating on the date of theTermination Notice) in the Company’s health, life, disability and other employeebenefit plans, programs and arrangements (excluding the Pension Plan and theNon-Union Retirement Savings Plan) for a period of twenty-four (24) monthsafter such termination as if he were still employed during such period;provided, however, if such participation in any such plan, program orarrangement is specifically prohibited by the terms thereof, the Company shallprovide the Executive (and his dependants) with benefits substantially similarto those which he was entitled to receive under such plan, program orarrangement immediately prior to his termination of employment.  Additionally, at the end of any period ofsuch coverage, the Executive shall have the right to have assigned to him, forthe cash surrender value thereof, any assignable insurance owned by the Companyon the life of the Executive.  Forpurposes of this paragraph 3(b), any employee benefit determined with referenceto the Executive’s compensation or earnings shall be based on his annual basesalary unless otherwise provided under the terms of the applicable employeebenefit plan, program or arrangement.

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(2)           *Death, at will termination. *Notwithstandingany provision of this Agreement to the contrary, no benefits are payablehereunder upon the Executive’s death prior to: (1) the involuntary terminationof his employment with the Company for Cause or otherwise, or (2) the voluntarytermination by the Executive of the Executive’s employment with the Company forGood Reason.  No benefits are payablehereunder upon the Company’s at will termination of employment for reasonsother than those set forth in this Agreement.

Section 4.**               Termof Agreement**

This Agreement initially shall continue in effectuntil the third****anniversary of the date hereof.

Section 5.**               Successors**

In addition to any obligations imposed by law upon anysuccessor to the Company, the Company will require any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to expresslyassume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such successionhad taken place.  Failure of the Companyto obtain such assumption and agreement prior to the effectiveness of any suchsuccession shall be a breach of this Agreement and shall entitle the Executiveto compensation from the Company in the same amount and on the same terms asthe Executive would be entitled to hereunder if the Executive were to terminatethe Executive’s employment for Good Reason, except that, for purposes ofimplementing the foregoing, the date on which any such succession becomeseffective shall be deemed the Termination Date.

Section 6.**               Miscellaneous**

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

(2)*           Notices.*   Any notice, request, instruction or otherdocument to be given hereunder by any party to the other shall be in writingand delivered personally or sent by certified mail, postage prepaid, byfacsimile (with receipt confirmed), or by courier service and shall beeffective upon receipt if addressed or sent as follows:
|   | To the Company:    | Maine & Maritimes Corporation                  |
|--------|--------------------|----------------------------------------------------|
|   |               | Fax:                                               |   |   |
|   |               | Attention:                                         |   |   |
|   |               |                                               |   |   |
|   | To the  Executive: | **[Insert name and mailing address of Executive]** |
|   |               | Fax:                                               |   |   |
|        |                    |                                                    |  |  |  |

 

or to such other address or person as may bedesignated 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 beconstrued to provide the Executive with any specific period of employment,right to be retained in the service of the Company or other rights, nor shallthis Agreement be construed to otherwise limit the rights of the Company todischarge or take other action with respect to the Executive.  The Executive hereby acknowledges that he orshe remains an employee at will of the Company and that any rights of the

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Executive arising underthis Agreement arise only upon the circumstances specifically set forth in thisAgreement.

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

(5)*           EntireAgreement, Assignability, etc.*  ThisAgreement (i) constitutes the entire agreement, and supersedes all other prioragreements, including without limitation prior employee continuity agreements,and understandings, both written and oral, between the parties with respect tothe subject matter hereof, (ii) is not intended to confer upon any personother than the parties hereto any rights or remedies hereunder, except asotherwise expressly provided herein, and (iii) shall not be assignable byoperation of law or otherwise.  Noprovisions of this Agreement are intended, nor will be interpreted, to provideor create any third party beneficiary rights or any other rights of any kind inany person unless specifically provided otherwise herein, and, except as soprovided, all provisions hereof will be personal solely among the parties tothis Agreement.

(6)*           Validity.*  The invalidity or unenforceability of anyprovisions of this Agreement shall not affect the validity or enforceability ofany other provisions of this Agreement, each of which shall remain in fullforce and effect.

(7)*           GoverningLaw.*  This Agreement shall begoverned by the laws of the State of Maine, regardless of the laws thatotherwise might govern under applicable principles of conflicts of lawsthereof.

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

(9)           *Funding*.  ThisAgreement shall not be construed to create or require the Company to create atrust or to otherwise act to fund the amounts payable hereunder.

(10)         *Limitation on Amount to be Paid.*  If payment of any amount under this Agreementwould cause the Executive to be subject to an excise tax pursuant to Section4999 of the Internal Revenue Code (as amended from time to time) or theregulations thereunder, then such amount shall not be paid to the extentnecessary to avoid the imposition of such tax. The preceding sentence shall apply only if the aggregate amount payableto the Executive or for his or her benefit under this Agreement, after paymentof such excise tax, would be less than the aggregate amount payable inaccordance with the preceding sentence.

(11)         *Arbitration.*  TheParties agree to resolve all disputes arising under this Agreement inarbitration as follows:

(a)           Anyarbitration under this Agreement, and any related judicial proceeding, shall beinitiated and shall proceed pursuant to the provisions of the Maine UniformArbitration Act (the “Act”) and, to the extent consistent with the Act, thethen prevailing rules of the American Arbitration Association (the “Association”)for labor and employment contracts.  Toinitiate arbitration hereunder, demand shall be given in writing to theAssociation and the other Party no later than one year after the

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claim arises.  Any claim for which such demand is not madewithin one year after the claim arises shall be barred and discharged.

(b)           Anyarbitration under this Agreement shall be before a single arbitrator mutuallyacceptable to the Parties, and an award in such arbitration may include onlydamages which the arbitrator determines to be due under express provisions ofthis Agreement.  The arbitrator shallhave no authority to award any other damages including without limitation,consequential and exemplary damages.  Anyaward in arbitration shall be subject to enforcement and appeal pursuant to theAct.

(c)           The Partiesshall share equally all costs and fees charged by the Association or thearbitrator.

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

IN WITNESS WHEREOF, theparties have duly executed this Agreement as of the date first above written.

 
|   | MAINE & MARITIMES  CORPORATION |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   |                               |   |
|   | By:                                |
|   | Title:                             |
|   |                               |
|   |                               |
|   | EXECUTIVE                          |
|   |                               |
|   |                               |   |
|   | Name:                              |

 

Employees Who HaveExecuted Above Employee Retention Agreement with either MAM or MPS*:
| **Executive**                                                                      | ** ** | **Effective Date** |
|------------------------------------------------------------------------------------|------------|--------------------|
| Annette N.  Arribas, VP, Investor and Exchange Relations and Compliance Officer    |       | 12/15/04           |
| J. Nicholas  Bayne President and Chief Executive Officer                           |       | 07/25/02           |
| Brent M. Boyles,  President of MPS*                                                |       | 09/05/03           |
| Patrick C.  Cannon, VP, General Counsel, Secretary and Clerk*                      |       | 12/15/04           |
| Michael A.  Eaton, VP, Information and Technology Management*                      |       | 12/17/04           |
| Mark H. Hovey,  VP, Human Resources and Organizational Development*                |       | 12/14/04           |
| Kurt A.  Tornquist, Senior VP Principal Financial Officer and Treasurer            |       | 09/05/03           |
| Michael I.  Williams, VP, Chief Financial Officer Treasurer and Assist. Secretary* |       | 12/15/04           |
| Thomas N. Yoder,  VP and Chief Operating Officer of Maricor Technologies           |       | 08/12/05           |
| Richard F.  Landry, Principal Financial Officer of The Maricor Group               |       | 08/03/05           |
| Michael C.  Gillis, President of The Maricor Group                                 |       | 05/12/06           |
| Randi J.  Arthurs, VP and Controller                                               |       | 05/19/06           |

 

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