**Exhibit10(e)**

**MAINE & MARITIMES CORPORATION2002 STOCK OPTION PLANSTOCK OPTION AGREEMENT**

AGREEMENT, madethis 1st day of June, 2002, between MAINE & MARITIMES CORPORATION, (“Company”)and (“Employee”),

1. GRANT OFOPTIONS. The company hereby grants Employee (a) an incentive stock option (ISO”)to purchase shares of its common stock (“Shares”) under its 2002 Stock OptionPlan (“Plan”), a copy of which is attached hereto as Appendix A, and (b) anonqualified stock option (“NSO”) to purchase Sales under the Plan.

2. OPTION PRICE.THE OPTION PRICE IS $ per share.

3.NONTRANSFERABILITY. These options are subject to the transfer restrictions setforth in Section 7(d) of the Plan.

4. EXERCISE OFOPTION. Employee may exercise these options only by completing and deliveringto the Company a written notice, in such manner and on such form as the Companymay prescribe, and by tendering to the Company full payment for the Shares tobe acquired. Payment by transfer of stock shall be permitted only iftransferring previously acquired Shares will not, in the judgment of theCompany’s accountants, result in an expense being reflected in the financialstatements of the Company. The value of stock transferred to the Company inpayment of the option price shall be 100% of the fair market value of suchstock at the close of business on the date such transfer is recorded on thebooks of the Company, following actual or constructive delivery of the stock tothe Company in a form suitable for transfer.

5. EXERCISERESTRICTIONS/ACCELERATION.

(a) HOLDINGPERIODS. Except as hereinafter provided, these options shall become exercisableover a seven-year period beginning June 1, 2005, as set forth in the followingtable:

 
| Total Number of | ** ** | ** **                                           | ** ** | ** **          | ** ** | ** **          | ** ** |
|---------------------------|------------|------------------------------------------------------|------------|---------------------|------------|---------------------|------------|
| **Year Beginning**   | ** ** | **Shares that May be Purchased** | ** ** | **ISO Shares** | ** ** | **NSO Shares** | ** ** |
| 6/1/2005                  |       | 7,500                                                |       |                |       |                |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2006                  |       | 7,500                                                | *          | *                   |       | *                   |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2007                  |       | 7,500                                                | *          | *                   |       | *                   |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2008                  |       | 7,500                                                | *          | *                   |       | *                   |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2009                  |       | 7,500                                                | *          | *                   |       | *                   |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2010                  |       | 7,500                                                | *          | *                   |       | *                   |       |
|                      |       |                                                 |       |                |       |                |       |
| 6/1/2011                  |       | 7,500                                                | *          | *                   |       | *                   |       |

 

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*This number shall be increased by carrying forward the aggregatenumber of shares not purchased from the prior year.

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(b) ANNUAL DOLLARLIMIT ON EXERCISE. To the extent that the aggregate fair market value of stockwith respect to which incentive stock options are exercisable for the firsttime by Employee during any calendar year (under all plans of the corporationemploying Employee and its parent and subsidiaries) exceeds $100,000, suchoptions shall not be treated as incentive stock options.

(c) MINIMUMEXERCISE/WHOLE SHARES. Employee may not exercise an option to purchase fewerthan 50 Shares, unless by such exercise the Employee acquires all Shares thatmay be purchased under the option on the exercise date, or to purchase fractionalShares.

(d) ACCELERATIONOF EXERCISE. These options shall immediately become exercisable in full in theevent of a “change in control,” as defined inSection 9 of the Plan.

6. SHAREHOLDERRIGHTS/STOCK CERTIFICATES. Neither the Employee nor his or her personalrepresentative, heir or legatee shall be a shareholder of the Company or haveany rights or privileges of a shareholder by reason of this Agreement until thedate that Shares purchased under an option are issued, as recorded on the booksof the Company. In the event a stock certificate evidencing such Shares is tobe issued, the Company shall personally deliver or mail such certificate to theEmployee as soon as practicable after the exercise date.

7. TERM OFOPTIONS. This Agreement shall terminate and these options, to the extent theyhave not been exercised, shall expire May 30, 2012. In the event of Employee’searlier termination of employment, disability or death, the term of the optionwill be determined in accordance with Section 7(f), (g) or (h) of the Plan,whichever is applicable, and this Section 7. In the event of Employee’stermination of employment for any reason other than death or disability, theseoptions shall expire on the earlier of (i) May 30, 2012, (ii) 3 months afteremployment ceases. In the event of Employee’s termination of employment byreason of death or disability, these options shall expire on the earlier of (i)May 30, 2012, (ii) or one year after employment ceases.

8. ADJUSTMENTS TOAWARD. The number of Shares subject to these options and the option price aresubject to adjustment pursuant to Section 4(b) of the Plan.

9. ADMINISTRATION.The members of the Executive Compensation Committee of the Company’s Board ofDirectors who are not employees of the Company or any of its subsidiaries (“Committee”)shall have the responsibility of construing and interpreting this Agreement andthe Plan. The determinations and conclusions of the Committee shall be bindingon the parties hereto.

10. CHANGES INLAW. Employee shall be subject to any rules adopted by the Committee to complywith changes in the laws and regulations relating to the Plan.

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11. MISCELLANEOUS.

(a) EMPLOYMENT.This Agreement does not give the Employee any right to be retained in theemploy of the Company or any of its subsidiaries.

(b) PLANPROVISIONS INCORPORATED BY REFERENCE. All of the applicable terms andrestrictions of the Plan are hereby incorporated by reference and shall havethe same force and effect as if they were separately restated herein.

(c) AMENDMENT.This Agreement may be amended only in writing by mutual agreement of theparties.

(d) GOVERNING LAW.This Agreement shall be construed and enforced in accordance with Maine law.

(e) SEVERABILITY.In the event that any provision of this Agreement shall be held invalid, itshall not affect the validity of the remainder of the Agreement.

(f) ENTIREAGREEMENT. This Agreement contains the entire understanding of the parties andall prior representations, promises or statements are merged herein.

**MAINE & MARITIMES CORPORATION**

By

Its Executive Compensation committee Chairperson

**Employee**

Persons who havereceived the above Stock Option Agreement:
| Individual         | ** ** | **Shares** | ** ** | **Date** | ** ** |
|--------------------|------------|------------|------------|----------|------------|
|               |       |       |       |     |       |
| J. Nicholas  Bayne |       | 5,250      |       | 6/1/2002 |       |
| J. Nicholas  Bayne |       | 5,250      |       | 6/1/2003 |       |
| J. Nicholas  Bayne |       | 5,250      |       | 6/1/2004 |       |
| J. Nicholas  Bayne |       | 5,250      |       | 6/1/2005 |       |
| J. Nicholas Bayne  |       | 5,250      |       | 6/1/2006 |       |

 

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