**EXHIBIT 10(a)**

**RESIGNATIONAND SEVERANCE AGREEMENT**

This Agreement ismade and entered into as of August 17, 2006, by and between James NicholasBayne, a resident of Presque Isle, Maine (“Bayne”), and Maine & MaritimesCorporation, a Maine corporation, with its principal place of business inPresque Isle, Maine (the “Company”).  Theterm Company shall also include all direct and indirect wholly owned subsidiariesof the Company and all other entities in which the Company or any of its director indirect subsidiaries has an ownership interest.  The Company and Bayne shall be referred tocollectively herein as the “Parties”.

WHEREAS, Bayne ispresently employed as the President and CEO of the Company, as well as servingas a member of its Board of Directors, holding the following subsidiary oraffiliate positions (a) Chief Executive Officer and Director of Maine PublicService Company, (b) Chairman of the Board of Directors of The Maricor Groupand its subsidiary, The Maricor Group Canada, Ltd., and Director of itssubsidiary, The Maricor Group New England, Inc., (c) President, CEO and aDirector of Maricor Technologies, Inc., together with any other positions hemay hold with the Company and its affiliates hereinafter collectively referredto as his “Position;” and

WHEREAS, Baynewishes to resign his Position with the Company, and the Company is willing toaccept Bayne’s resignation; and

WHEREAS, theParties wish to set forth the terms and conditions of Bayne’s resignation,including the terms of his separation; and

WHEREAS, theParties to this Agreement desire to fully finalize and compromise, settle andresolve and release all claims, disputes, grievances and causes of

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action of any kindwhatsoever, which the Company may have against Bayne, or Bayne may have againstthe Company, including but not limited to all claims arising out of Bayne’semployment with the Company; and

WHEREAS, theParties wish to assure that Bayne is fully indemnified and held harmless to thefullest extent possible for any and all of Bayne’s activities while employed bythe Company; and

WHEREAS, theentering into this Agreement is not an admission of any liability or wrongdoingon the part of any party;

NOW THEREFORE, inconsideration of the payments and mutual promises and covenants herein contained,and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Parties agree as follows:

1.             Bayne hereby agrees to resign hisPosition and any other office he may have with the Company, effective immediatelyby signing the resignation form attached as Exhibit A.

2.             In consideration ofBayne’s promises, covenants, agreements, and releases set forth herein,including but not limited to Bayne’s post-termination obligations set forth inParagraphs 4, 5 and 7, the Company agrees to:

A.  Pay to BayneFifty Thousand Dollars ($50,000.00) within ten (10) days of the execution ofthis Agreement, less all applicable federal and state withholding.

B.  Pay to Baynethree equal payments of Fifty Eight Thousand Three Hundred Thirty-Four Dollars($58,334.00) on January 10, 2007, April 10, 2007 and July 10, 2007, less allapplicable federal and state withholding.

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3.             BenefitContinuation.  The Company shall paythe following benefits to Bayne commencing on August 17, 2006:

A.            The costs under COBRA for Bayne’s present family healthinsurance coverage for twelve (12) months from August 17, 2006, unless Baynehas earlier become employed by a new employer who provides family healthinsurance with coverage benefits at least equal to those provided by theCompany;

B.            Allaccrued, but unused, vacation time for the present calendar year;

C.            NineThousand Dollars ($9,000.00), which may be used by Bayne for any purpose, suchas housing relocation costs or personal attorney’s fees.  At Bayne’s direction, the Company will pay anyor all of such $9,000.00 directly to the third party provider of any suchservices or to Bayne;

D.            Paymentor reimbursement of actual expenses associated with Bayne providing reasonabletransitionary services to the Company in the support of or to address anybusiness or regulatory issues.

E.             Continuance,conversion or replacement of life insurance for a period of twelve (12) monthsby the Company in the amount of $225,000;

F.             Reimbursementto Bayne for all reasonable travel and other expenses incurred by Bayne throughAugust 17, 2006, in accordance with the terms of the Company’s policies withrespect to expense reimbursement.

4.             Nondisclosure.  Bayne agrees not to discuss, disclose,publicize or otherwise communicate or reveal the terms, conditions, contents orthe existence of this Agreement, with or to any person or entity, exceptmembers of his

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immediate family, his personal attorney and/or his financial advisor(each of whom shall be informed by him of this confidentiality provision andshall be required by him to keep this information confidential, except whenotherwise expressly required by law.) The Company agrees not to discuss, disclose, publicize or otherwisecommunicate or reveal the terms, conditions, contents or the existence of thisAgreement, with or to any person or entity, except the senior management of theCompany, including the Board of Directors and the necessary personnel in theHuman Resources department and, as necessary, with any legal, tax or accountingadvisors (each of whom shall be informed by the Company of this confidentialityprovision and shall be required to keep this information confidential, exceptwhen otherwise required by law.)  TheParties recognize that certain disclosures may be required for compliancepurposes by the Securities Exchange Commission and/or the American StockExchange.

5.             Resignation announcement,reference letter and non-disparagement; Cooperation.

A.            The Company agrees to provide to thepublic an announcement in the form attached hereto as **Exhibit B**, announcing Bayne’sresignation.  The Company agrees not tomake any statement inconsistent with such announcement.

B.            The Company will provide Bayne witha reference letter for future employment in the form attached hereto as **Exhibit C**. The Company and its representatives agree not to make any statementinconsistent with the contents of the reference letter.

C.            Bayneagrees not to write, say, express, communicate or relate

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anything derogatory, disparaging or defamatory about the Company or anyof the Releasees (as defined in Paragraph 9 below), or their business practicesand activities, to any third person or entity, except as may be expresslyrequired by law; provided that, Bayne shall not be restricted from making anystatements which are considered normal business statements should Bayne workfor a company or in a sector of industry that is in part or in whole engaged inthe same or related business activities as the Company.

D.            Forup to one year following the date of this Agreement, Bayne agrees to providereasonable transition services to the Company, totaling up to 50 hours, for noadditional consideration (except as set forth in Section 3(d) above).  Such services may include, withoutlimitation, answering questions posed by the officers, directors or otheragents of the Company, reviewing documents pertaining to the Company and itsaffairs and, at time mutually convenient to the Company and Bayne, traveling atthe Company’s request.  Bayne agrees toprovide services exceeding 50 hours at a rate of $250 per hour.

E.            TheCompany and its directors agree not to say, write, express, communicate orrelate anything derogatory, disparaging or defamatory about Bayne to any thirdperson or entity, except as may be expressly required by law.

6.             Confidential Information.

The Parties agree that inthe performance of his services as Director, CEO and President, Bayne gainedaccess to confidential and proprietary information, which is owned orcontrolled by the Company or in possession of the Company, including but notlimited to trade secrets and other confidential proprietary

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business, technical, personnel and financialinformation.  Bayne agrees that he willkeep such information confidential and that he will not directly or indirectly utilizesuch information for his own purposes or disclose, divulge or reveal anyconfidential information to any entity or person outside of the Company;provided that any such information that is disclosed by a party other thanBayne and not in derogation of any confidentiality obligation of such disclosingparty or by Bayne other than in violation of this Agreement or his duties tothe Company, shall be deemed to be public information and not subject to thisrestriction.

7.             Surrender of Company Property.

Bayne agrees that at the termination of hisemployment, he will immediately deliver to the Company all property belongingto the Company, including any documents and materials of any nature pertainingto Bayne’s work with the Company, and will not take with him any documents ormaterials of any description containing or pertaining to any confidentialinformation as set forth in Paragraph 5 above. It is understood that Bayne is free to use information that is in thepublic domain, but not in the public domain as a result of a breach of thisAgreement.

8              Directors andOfficers Insurance.

The Company shall provide directors and officersinsurance continuance for Bayne.  Suchinsurance shall be provided on a basis at least as favorable as the Companymaintains for other officers of the Company or any successor or assign of theCompany.  The Company shall alsoindemnify and hold Bayne harmless from any costs or losses resulting from anyclaim or action which may be brought

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at any time against Bayne or the Company based upon any of Bayne’sactions as an employee of the Company, including but not limited to all of hisactions as President and Chief Executive Officer.  This indemnification and hold harmless shallapply to the fullest extent permitted under law.

Bayne will not be required to mitigate the amount of any paymentprovided for in this Agreement by seeking other employment.  The Parties’ respective obligations in thisAgreement shall be absolute and unconditional and shall not be affected by anycircumstances, including without limitation, any right of setoff, counterclaim,recoupment, defense or other right which the other party hereto may have.

9              Release ofClaims.

In consideration of Bayne’s promises, covenants andagreements, the Company for itself and for any of its predecessors, successorsand assigns and/or parent companies, subsidiaries, affiliates, divisions,hereby expressly releases, acquits and forever discharges Bayne and all hisheirs, assigns and executors of and from any and all claims, demands,complaints, liabilities, causes of action, controversies, damages, charges,injuries, losses and deaths, whether at law or in equity, of any kind or naturewhatsoever, whether asserted or unasserted, whether known or unknown, whetherdisclosed or undisclosed and whether suspected or unsuspected, which they nowhave, ever had, or hereafter claims to have had against Bayne, from thebeginning of time to the date he executes this Agreement, including but notlimited to (1) any and all claims, charges or causes of action of

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any kind whatsoever resulting from, arising out of or connecteddirectly or indirectly with Bayne’s employment with the Company or thetermination of that employment, as provided for in this Agreement, and (2) anyand all claims of whatever kind whatsoever, resulting from, arising out of orconnected directly or indirectly with any relationship between Bayne and theCompany.  This release is binding uponthe Company’s successors and assigns.

Bayne, for himself, his heirs, executors,administrators, agents, successors in interest, assigns, and legalrepresentatives, hereby expressly releases, acquits and forever discharges theCompany, and its parent companies, subsidiaries, affiliates, divisions,successors and related companies, and each and all of their current or formeragents, officers, directors, shareholders, members, employees, representatives,attorneys, successors, predecessors, assigns and insurers, and all personsacting by, through, under or in concert with any of them (referred tocollectively as the “Releasees”), of and from any and all claims, demands,complaints, liabilities, causes of action, damages, attorney’s fees, charges,agreements, promises, obligations, rights, remedies, suits, injuries, debts, andexpenses, whether at law or in equity, of any kind or nature whatsoever,whether asserted or unasserted, whether known or unknown, whether disclosed orundisclosed, and whether suspected or unsuspected, which he now has, ever had,or hereafter claims to have or have had against the Releasees, and each or anyof them, as of or prior to the date he executes this Agreement, including butnot limited to (1) any claims, losses, injuries or damages of any kindwhatsoever resulting from, arising out of or connected directly or indirectlywith his

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employment with the Company, or the termination of that employment, orany other relationship between him and the Company or any of the Releasees; (2)any and all claims or rights under the Americans with Disabilities Act, TitleVII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991,the Rehabilitation Act, the Maine Human Rights Act, the Employee RetirementIncome Security Act, the Age Discrimination in Employment Act, the OlderWorkers Benefit Protection Act of 1990, or any other federal, state or locallaws, regulations or ordinances prohibiting discrimination or retaliation, theMaine Whistleblower law; (3) any and all claims arising under any federal,state or local laws concerning aviation, products licensing rights, or anyother aspect of any safety laws regarding the flying or airplanes including anyOSHA regulations applicable to such activities; (4) any and all claims growingout of any legal restrictions on the Company’s right to terminate itsemployees; and (5) any other claims under federal, state or local laws orcommon law, including but not limited to, any claims for breach of contractexpressed or implied, breach of implied covenant, breach of oral or writtenpromise, wrongful termination, wrongful discharge and violation of publicpolicy, affliction of emotional distress, loss of consortium, personal injuryarising out of or in the course of work, defamation or other injury resultingfrom any oral or written statement, inference with contractual relations,interference with professional business or economic advantage, andmisrepresentation and violations of employment contracts expressed orimplied.  This Release is binding uponBayne’s heirs, successors and assigns, and administrator or executor of hisestate.

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The Parties expressly acknowledge and agree that the release contained hereinis given in exchange for valuable consideration.

10.           Effectof Prior Agreements.

This Agreement will supercede any prior employmentagreement between Bayne and the Company (or any of its affiliates or parents),and any such prior employment agreement will be deemed terminated without anyremaining obligations of either thereunder; provided that all of Bayne’s rightsin the Company’s 401(k) plan and the Company’s defined benefit pension planshall be retained.

11.           Modification/Waiver.

This Agreement may not be modified or amended exceptin writing and signed by the Parties.  No term or condition of this Agreement will be deemed to have beenwaived except when waived in writing by the party charged with waiver.  A waiver will operate only as to the specificterm or condition waived and will not constitute a waiver for the future orhave any impact on anything other than that which is specifically waived.

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12.           Productof Negotiation; Further Assurances.

The Parties acknowledge and agree that this Agreementand its reduction to final written form was the result of good faithnegotiations between the Parties, each of whom was represented by counsel, andthat any statute or rule of construction that ambiguities are to be resolvedagainst the drafting party, shall not be employed in the interpretation of thisAgreement.  The Parties hereto agree thatfor no additional consideration they shall execute such other documents fromtime to time as may be necessary or desirable to more fully implement thepurposes of this Agreement.

13.           Arbitration.

A.            Anycontroversy, dispute or claim arising out of or relating to this Agreement orthe breach hereof, which cannot be settled by mutual agreement, will be finallysettled by arbitration in accordance with the Federal Arbitration Act (of ifnot applicable, the applicable state arbitration law) as follows:  Any party who is aggrieved will deliver awritten notice to the other party setting forth the specific points indispute.  Any points remaining in disputetwenty (20) days after the giving of such written notice, may be submitted byeither party, upon ten (10) days prior written notice to the other party forarbitration in Portland, Maine, to the American Arbitration Association (or ifby mutual agreement, to some other party for selection of an arbitrator),before a single arbitrator appointed in accordance with the arbitration rulesof the American Arbitration Association, National Rules for the Resolution ofEmployment Disputes, modified only as expressly provided herein.  The arbitrator may enter a default decisionagainst any party who fails to participate in the arbitration proceedings.

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B.            Thedecision of the arbitrator on the points in dispute will be final and binding,and judgment on the award may be entered in any court having jurisdictionthereof.

C.            Thearbitrator will be authorized to apportion his/her fees and expenses as thearbitrator deems appropriate.  In theabsence of such apportionment, the fees and expenses of the arbitrator will beborne equally by each party and each party will bear the fees and expenses ofits or his own attorney.

D.            Notwithstandingthe arbitration of disputes under this Agreement, nothing herein shall limitthe right of the Company to seek and obtain temporary and preliminaryinjunctive relief in the event of a breach or threatened breach of thisAgreement by Bayne, provided that following the entry of any temporary orpreliminary injunction the litigation shall then be stayed pending the outcomeof the arbitration.

14.           Severability.

All provisions of this Agreement are intended to beseverable.  In the event any provision orrestriction contained herein is held to be invalid or unenforceable in anyrespect, in whole or in part, such finding will in no way affect the validityor enforceability of any other provision of this Agreement.  The Parties hereto further agree that anysuch invalid or unenforceable provision will be deemed modified so that it willbe enforced to the greatest extent permissible under law.

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15.           GoverningLaw.

This Agreement has been executed and delivered in theState of Maine, and its validity, interpretation, performance and enforcementwill be governed by the internal laws of that State.

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IN WITNESS WHEREOF the undersigned have executed this Agreement as ofAugust 17, 2006.
|                     |   | JAMES NICHOLAS BAYNE               |
|---------------------|--------|------------------------------------|
|                |   |                               |   |
| /s/ Susan Brown     |   | /s/ J. Nicholas Bayne              |   |
| Witness             |   |                               |   |
|                |   |                               |   |
|                |   | MAINE & MARITIMES  CORPORATION |   |
|                |   |                               |   |
| /s/ Patrick  Cannon |   | By:                                | /s/ Richard  Daigle |   |
| Witness             |   |                               | Its: |   |

 

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