Exhibit 10(b)
**BANKNORTH GROUP, INC.**
AMENDED AND RESTATED SEVERANCE AGREEMENT
     This Amended and Restated Severance Agreement (this “Agreement”) is madeand entered into as of the 1st day of January, 2004, by and between BanknorthGroup, Inc. (the “Company”) and      (the “Executive”);
W I T N E S S E T H:
     WHEREAS, the Company and the Executive are parties to a certain Amendedand Restated Severance Agreement dated January 1, 2003 (as amended, the “PriorAgreement”); and
     WHEREAS, the Company and the Executive wish to amend and restate the PriorAgreement in its entirety as hereinafter set forth;
     NOW, THEREFORE, in consideration of the foregoing, the mutual covenantsand agreements herein contained, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Company and theExecutive hereby agree, and amend and restate the Prior Agreement in itsentirety, as follows:
1. Definitions
     (a)  *Accrued Benefits*means:
      (i) All salary earned or accrued through the date the Executive’semployment is terminated;
 

 

      (ii) reimbursement for any and all monies advanced in connectionwith the Executive’s employment for reasonable and necessary expensesincurred by the Executive through the date the Executive’s employment isterminated;       (iii) any and all other compensation previously earned by theExecutive and deferred under or pursuant to any deferred compensationplan or plans of the Company then in effect together with any interestor deemed earnings thereon;       (iv) any bonus earned by the Executive for a Year or otherperformance period ending prior to the Year or other performance periodin which employment terminates, but not yet paid to the Executive, underany bonus or incentive compensation plan or plans in which the Executiveis a participant;       (v) to the extent not previously paid to the Executive for the Yearin which employment terminates, a pro rata portion of the maximum AnnualBonus payable to the Executive for the Year in which employmentterminates under any bonus or incentive compensation plan or plans ofthe Company in which the Executive is a participant, determined as ifthe Executive had remained in employment for the full Year and proratedbased upon weeks, including partial weeks, of employment during thatYear;       (vi) to the extent not previously paid to the Executive for the“Performance Period” (as defined in the EIP) in which employmentterminates, a pro rata Long-Term Incentive Award in an amount determinedas described in Section 5 of the EIP;
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      (vii) to the extent not previously paid or provided to theExecutive, all other payments and benefits to which the Executive may beentitled under the terms of any applicable compensation or benefit plan,program or arrangement of the Company.
     (b)  *Act*means the Securities Exchange Act of 1934, as amended.
     (c)  *Affiliate*of any specified person means any other person that,directly or indirectly, through one or more intermediaries, controls, or iscontrolled by, or is under direct or indirect common control with suchspecified person. For the purposes of this definition, “control” means thepossession, direct or indirect, of the power to direct or cause the directionof the management and policies of a person, whether through the ownership ofvoting securities, by contract or otherwise, and the terms “controlling” and“controlled” have meanings correlative to the foregoing.
     (d)  *Annual Bonus*means any bonus or incentive award under any bonus orincentive compensation plan, program or arrangement of the Company in which theExecutive is a participant the performance period for which is or was initiallyscheduled to be one year or less.
     (e)  *Annual Compensation*means the sum of:
      (i) the Executive’s annual base salary at the rate in effect on thedate of a termination of employment as described in Section 3 or inSection 7(d) (or, in the event of a termination for “Good Reason” underSection 1(q)(i)(A) below, the annual base salary as in effectimmediately before the actions giving rise to Good Reason); plus       (ii) the greatest of the Annual Bonuses, if any, either paid oraccrued in the year in which termination occurs, or in any of the threeimmediately preceding years.
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     (f)  *Base Amount*means an amount equal to the Executive’s AnnualizedIncludable Compensation for the Base Period as defined in Section 280G(d)(1)and (2) of the Code (as hereinafter defined).
     (g)  *Benefit Computation Base*means either (i) the Benefit Computation Baseas defined in the Supplemental Retirement Agreement between Executive and theCompany or (ii) if there is no Supplemental Retirement Agreement between theExecutive and the Company, the “Average Annual Compensation” as defined andused in the Retirement Plan, solely for purposes of calculating the Executive’sbenefit under the Banknorth Group, Inc. Supplemental Retirement Plan asaffected by this Agreement.
     (h)  *Bonus*(whether or not capitalized) means any bonus or incentive award(including any Annual Bonus or Long-Term Incentive Award) under any bonus orincentive compensation plan, program or arrangement of the Company in which theExecutive is a participant.
     (i)  *Cause*means (i) the executive’s conviction of, or plea of nolocontendere to, a felony; or (ii) willful and intentional misconduct, willfulneglect, or gross negligence in the performance of the Executive’s duties,which has caused a demonstrable and serious injury to the Company, monetary orotherwise.
     The Executive shall be given written notice that the Company intends toterminate the Executive’s employment for Cause. Such written notice shallspecify the particular acts, or failures to act, on the basis of which thedecision to so terminate employment was made.
     In the case of a termination for Cause as described in clause (ii), above,the Executive shall be given the opportunity within thirty (30) days of thereceipt of such notice to meet with the Board to defend such acts, or failuresto act, prior to termination. The Company may suspend
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the Executive’s titleand authority pending such meeting, and such suspension shall not constitute“Good Reason,” as defined in subsection (n) below.
     (j)  *“Change in Control”*of the Company shall mean a Change in Control of anature that would be required to be reported in response to Item 6(e) ofSchedule 14A of Regulation 14A promulgated under the Act or any successorthereto, provided that without limiting the foregoing, a Change in Control ofthe Company also shall mean the occurrence of any of the following events:
          (i) any “person” (as defined under Section 3(a)(9) of the Act) or “group”of persons (as provided under Section 13d-3 of the Act) is or becomes the“beneficial owner” (as defined in Rule 13d-3 or otherwise under the Act),directly or indirectly (including as provided in Rule 13d-3(d)(1) of the Act),of capital stock of the Company the holders of which are entitled to vote forthe election of directors (“voting stock”) representing that percentage of theCompany’s then outstanding voting stock (giving effect to the deemed ownershipof securities by such person or group, as provided in Rule 13d-3(d)(1) of theAct, but not giving effect to any such deemed ownership of securities byanother person or group) equal to or greater than twenty-five percent (25%) ofall such voting stock;
          (ii) during any period of twenty four consecutive months, individuals whoat the beginning of such period constituted the Board of Directors of theCompany (including for this purpose any new director whose election ornomination for election by the Company’s shareholders was approved by a vote ofat least a majority of the directors then still in office who were directors atthe beginning of such period) cease for any reason to constitute at least a
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majority of the Board of Directors of the Company (excluding any Board seatthat is vacant or otherwise unoccupied).
          (iii) there shall be consummated any consolidation, merger, stock forstock exchange or similar transaction (collectively, “Merger Transactions”)involving securities of the Company in which holders of voting stock of theCompany immediately prior to such consummation own, as a group, immediatelyafter such consummation, voting stock of the Company (or, if the Company doesnot survive the Merger Transaction, voting securities of the corporationsurviving such transaction) having less than 50% of the total voting power inan election of directors of the Company (or such other surviving corporation).
     (k)  *Code*means the Internal Revenue Code of 1986, as amended.
     (l)  *Disability*means a disability entitling the Executive to paymentsunder the Company’s long-term disability plan applicable to the Executive.
     (m)  *Early Retirement Benefit*means the “Early Retirement Benefit” or“Early Retirement/Termination of Service Benefit” as defined in the SERPAgreement.
     (n)  *Effective Date*means the date this Agreement is executed by theparties.
     (o)  *EIP*means the Banknorth Group, Inc. Executive Incentive Plan asamended and in effect from time to time, and any successor plan.
     (p)  *Employment Period*means a period commencing on the date of a Change inControl of the Company and ending on the earlier of (i) the last day of thetwenty-fourth month following the month in which the Change in Control occursor (ii) the Executive’s Normal Retirement Date.
     (q)  *Good Reason*means:
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               (i) any breach of this Agreement by the Company, includingwithoutlimitation (A) any reduction during the Employment Period in the amount of theExecutive’s base salary or aggregate benefits as in effect from time to time,(B) failure to provide the Executive with the same fringe benefits that wereprovided to the Executive immediately prior to a Change in Control of theCompany, or with a package of fringe benefits (including paid vacations) that,though one or more of such benefits may vary from those in effect immediatelyprior to such a Change in Control, is substantially comparable in all materialrespects to such fringe benefits taken as a whole, or (C) any other breach bythe Company of its obligations contained in Section 6 below;
          (ii) without the Executive’s express written consent, theassignment to theExecutive of any duties which are materially inconsistent with the Executive’spositions, duties, responsibilities and status immediately prior to the Changein Control of the Company, a material change in the Executive’s reportingresponsibilities, titles or offices as an employee as in effect immediatelyprior to the Change in Control, or a significant reduction in the Executive’stitle, duties or responsibilities, or in the level of the Executive’s supportservices as in effect immediately prior to the Change in Control;
          (iii) the relocation of the Executive’s principal place ofemployment, withoutthe Executive’s written consent, to a location outside the same metropolitanarea in which the Executive was employed at the time of such Change in Control,or the imposition of any requirement that the Executive spend more than ninety(90) business days per year at a location other than such principal place ofemployment; or
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          (iv) any purported termination of the Executive’s employment for Cause orDisability which is not effected pursuant to a Notice of Termination satisfyingthe requirements of paragraph (t) below.
     Upon the occurrence of any of the events described in (i), (ii), (iii), or(iv) above, the Executive shall give the Company written notice that such eventconstitutes Good Reason, and the Company shall thereafter have thirty (30) daysin which to cure. If the Company has not cured in that time, the event shallconstitute Good Reason.
     (r)  *Long-Term Incentive Award*means an incentive award under the EIP theperformance period for which is or was initially scheduled to be in excess ofone year.
     (s)  *Normal Retirement Date*means Normal Retirement Date as defined in theRetirement Plan.
     (t)  *Notice of Termination*shall mean a notice which shall indicate thespecific termination provision relied upon in this Agreement and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of Executive’s employment under the provision soindicated.
     (u)  *Person*or *Group*means a “person” or “group,” as defined in Section1(j)(i) hereof.
     (v)  *Plan Year*with respect to any of the Retirement Plan or the 401(k)Plan, the “plan year” as defined in such plan.
     (w)  *Retirement Plan*means the Banknorth Group, Inc. Retirement Plan, asamended and in effect from time to time and any successor plan.
     (x)  *SERP Agreement*means either (i) the Supplemental Retirement Agreementbetween the Executive and the Company or (ii) if there is no SupplementalRetirement
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Agreement between the Executive and the Company, the Banknorth Group, Inc.Supplemental Retirement Plan, as amended.
     (y)  *Year*means a calendar year unless otherwise specifically provided.
     (z)  *401(k) Plan*means the Banknorth Group, Inc. 401(k) Plan dated January1, 2001, as amended, which plan constitutes a continuation and merger of theBanknorth Group, Inc. Thrift Incentive Plan and the Banknorth Group, Inc.Profit Sharing and Employee Stock Ownership Plan.
     2.     Termof Agreement.
     This Agreement shall begin on the Effective Date and shall continue untilthe third anniversary of such date, provided that, on the first anniversary ofthe Effective Date, and on each succeeding anniversary, the term shall berenewed for an additional period of one year unless either party has givenwritten notice that the term is not so renewed, which notice must be deliveredto the other party at least ninety (90) days prior to the date of any suchrenewal, and further provided that if a Change in Control of the Company occursduring such term, the term shall in all events continue through the last day ofthe Employment Period. This Agreement is also subject to earlier terminationas provided in Section 3 below. All rights and obligations hereunder shallsurvive to the extent necessary to the intended enforcement thereof.
     3.     Termination of Employment Prior to a Change in Control.
          (a) The Company and the Executive shall each retain the right to terminatethe employment of the Executive at any time prior to a Change in Control of theCompany. In the event the Executive’s employment is terminated prior to aChange in Control of the Company,
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this Agreement shall, except as provided in subsection (b) below, be terminated andof no further force and effect, and any and all rights and obligations of theparties hereunder shall cease.
          (b) If the Executive’s employment is terminated by the Company prior tothe occurrence of a Change in Control of the Company, and if it can be shownthat the Executive’s termination (i) was at the direction or request of a thirdparty that had taken steps reasonably calculated to effect the Change inControl of the Company thereafter, or (ii) otherwise occurred in connectionwith, or in anticipation of, the Change in Control of the Company, theExecutive shall have the rights described in Section 7(d) below, as if a Changein Control of the Company had occurred on the date immediately preceding suchtermination.
4.   Employment Following a Change in Control.
     If a Change in Control of the Company occurs when the Executive isemployed by the Company, the Company will continue thereafter to employ theExecutive, and the Executive will remain in the employ of the Company, duringthe Employment Period, in accordance with the terms and provisions of thisAgreement.
     5.     Duties.
     During the Employment Period, the Executive shall serve the Company insuch capacities and positions as may be assigned by the Company consistent withthe Executive’s capacities and positions immediately prior to the Change inControl and shall devote the Executive’s best efforts and all of theExecutive’s business time, attention and skill to the business and affairs ofthe Company, as such business and affairs now exist and as they may hereafterbe conducted.
     6.     Compensation.
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     During the Employment Period, the Executive shall be compensated by theCompany as follows:
          (a) the Executive shall receive, at such intervals and in accordance withsuch standard policies as in effect immediately prior to the Change in Controlof the Company, an annual base salary not less than the Executive’s annual basesalary as in effect immediately prior to the Change in Control of the Company,subject to adjustment as hereinafter provided;
          (b) the Executive shall be included in all plans providing incentivecompensation to executives, including but not limited to bonus, deferredcompensation, annual or other incentive compensation, supplemental pension,stock ownership, stock option, stock appreciation, stock bonus and similar orcomparable plans as any such plans are extended by the Company from time totime to senior corporate officers, key employees and other employees ofcomparable status;
          (c) the Executive shall be reimbursed, at such intervals and in accordancewith such standard policies as may be in effect on the date of the Change inControl of the Company, for any and all monies advanced in connection with theExecutive’s employment for reasonable and necessary expenses incurred by theExecutive on behalf of the Company, including travel expenses;
          (d) the Executive shall be allowed to participate, on the same basis asapplicable to other employees of comparable status and position, in any and allplans, programs or arrangements covering employee benefits or perquisites,including but not limited to the following: group medical insurance,hospitalization benefits, disability benefits, medical benefits, dentalbenefits, pension benefits, profit sharing and stock bonus plans;
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          (e) the Executive shall receive annually not less than the amount of paidvacation and not fewer than the number of paid holidays received annuallyimmediately prior to the Change in Control of the Company or available annuallyto other employees of comparable status and position with the Company; and
          (f) The Board of Directors of the Company, or an appropriate committeethereof, will consider and appraise, at least annually, the contributions ofthe Executive to the Company’s operating efficiency, growth, production andprofits and, in accordance with past practice, due consideration shall be givento the upward adjustment of the Executive’s compensation rate, at leastannually, commensurate with increases generally given to other senior corporateofficers and key employees and as the scope of the Executive’s duties expands.
     7.     Termination of Employment.
     Any termination by the Company or the Executive of the Executive’semployment during the Employment Period shall be communicated by written Noticeof Termination to the Executive if such notice is delivered by the Company, andto the Company if such notice is delivered by the Executive. The Notice ofTermination shall comply with the requirements of Section 17 below.
          (a) Termination for Disability. If during the Employment Period, theExecutive’s employment is terminated on account of the Executive’s Disability,the Executive shall receive any Accrued Benefits, and shall remain eligible forall benefits as provided pursuant to the terms of any long-term disabilityprograms of the Company in effect at the time of such termination.
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          (b) Termination on the Executive’s Death. If, during the EmploymentPeriod, the Executive’s employment is terminated on account of the Executive’sdeath, the Executive’sestate or designated beneficiary (or beneficiaries), as applicable, shallreceive all the Executive’s Accrued Benefits.
          (c) Voluntary Termination or Termination for Cause. If, during theEmployment Period, (i) the Executive shall terminate employment with theCompany other than for Good Reason, or (ii) the Executive’s employment isterminated for Cause, the Executive shall receive from the Company only theAccrued Benefits.
          (d) Termination by the Company Without Cause or by the Executive for GoodReason. If, during the Employment Period, the Executive’s employment with theCompany is terminated by the Company other than for Cause, or by the Executivefor Good Reason, then:
               (i) the Executive shall receive from the Company theAccrued Benefits, which shall be paid within ten (10) days after the later ofthe date of termination of the Executive’s employment and the date of theChange in Control; provided that (x) for this purpose, Accrued Benefits shallnot include any entitlement to severance under any Company severance policygenerally applicable to the Company’s salaried employees and (y) to the extentthat any Annual Bonus or Long-Term Incentive Award to be paid to the Executivefollowing a Change in Control pursuant to the EIP is included in AccruedBenefits hereunder and paid to the Executive, such payment shall be deemed tosatisfy the Company’s obligation, if any, to make payment of the same pursuantto the EIP;
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               (ii) the Executive shall receive from the Company, no less than ten (10)days following termination of the Executive’s employment, a lump sum payment(the “Termination Payment”) equal to three (3) times the Annual Compensation;
               (iii) for purposes of determining the Executive’s benefit under theSERP Agreement, the Executive shall be credited with 36 additional months ofage and of service determined as follows:
                    (A) The additional 36 months of age and service shall be applied forpurposes of benefit accrual, vesting, and any other purposes under theRetirement Plan and the SERP Agreement.
                    (B) Any provision under the Retirement Plan or the SERP Agreementprohibiting the accrual of any additional benefits after the Executive has beencredited with more than a stated number of years of service shall bedisregarded.
                    (C) For purposes of determining the amount of the Executive’s benefitunder the SERP Agreement, the reduction in respect of the benefit paid underthe Retirement Plan shall be based on the Executive’s actual Retirement Planbenefit (that is, without any additional deemed service).
                    (D) The Executive shall be deemed immediately eligible for any earlyretirement benefit referred to in the SERP Agreement, and, if the Executiveelects an early retirement benefit (or other benefit commencing earlier thanthe Executive’s normal retirement date), then, for purposes of determining suchearly retirement or other benefit under the SERP Agreement, no reduction(actuarial or otherwise) shall be applied on account of the fact that paymentcommences earlier than on the Executive’s normal retirement date.
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                    (E) The Benefit Computation Base shall be determined as if it were beingcalculated at the end of the 36 month period of service credited to theExecutive under this Section 7(d)(iii) and as if during such 36 additionalmonth period the Executive’s annualized compensation was the same as suchcompensation for (I) the Year during which the Executive’semployment is terminated, or, (II) any Year before the Change in Controloccurred, whichever is greater.
                    (F) Any amendment to the Retirement Plan within the twelve (12) monthperiod prior to the termination of the Executive’s employment shall bedisregarded to the extent that the application of such amendment would decreasethe total amount of the benefits provided for in this Section 7(d)(iii).
                    (G) The Executive shall be entitled to a lump sum distribution of SERPAgreement benefits in all events, and the Company shall not be entitled torequire payment over a longer period. If the Executive elects a lump sumpayment (i) the actuarial equivalent benefit shall be determined in accordancewith the provisions of the Retirement Plan as in effect immediately prior tothe Change in Control, or as in effect on termination of the Executive’semployment, whichever creates the greater benefit, and (ii) payment shall bemade within thirty (30) days following the later of (A) termination of theExecutive’s employment, or (B) the date the Executive gives written notice ofthe Executive’s intent to elect a lump sum.
               (iv) the Executive shall be paid a lump sum amount equal to (A) the sum of(I) the total aggregate value of all contributions, other than electivecontributions by the Executive and employer matching contributions relatingthereto, and forfeitures allocated to the Executive’s account under the 401(k)Plan for the Plan Year ending immediately prior to the
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Change of Control, or,if different, the Plan Year ending immediately prior to the termination of theExecutive’s employment, whichever Plan Year would produce the greater aggregatevalue, and (II) (A) the matching contributions under the 401(k) Plan (or itssuccessor) which would have been credited under such plan on Executive’sbehalf, if the Executive had contributed themaximum salary deferral contribution allowable under Section 402(g) of theCode, for the calendar year in which the Executive’s employment with theCompany was terminated, multiplied by (B) three (3).
               (v) all rights under any equity or long-term incentive plan shall be fullyvested to the extent not otherwise provided by the terms of any such plan;
               (vi) the Executive shall continue to be covered at the expense of theCompany by the same or equivalent hospital, medical, dental, accident,disability and life insurance coverage as in effect for the Executiveimmediately prior to termination of the Executive’s employment, until theearlier of (I) 36 months following termination of employment, or (II) the datethe Executive has commenced new employment and has thereby become eligible forcomparable benefits; provided that, with respect to any of the coveragesdescribed above, if such coverage is provided through an insurance policy withan insurance company unaffiliated with the Company (before or after the Changein Control), and if under the terms of the applicable policy, it is notpossible to provide continued coverage (or if continued coverage under suchpolicy would increase the Company’s cost allocable to the Executive by morethan 100%), then the Company shall pay the Executive a lump sum cash amount, nolater than thirty (30) days following termination of employment an amount equalto twice the aggregate allocable
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cost of such coverage as applicableimmediately prior to termination of employment, such payment to be made withoutany discount for present value.
     8.     Certain Supplemental Payments by the Company.
          (a) In the event the Executive’s employment is terminated pursuant toSection 3(b) or 7(d) above, and if in connection therewith it is determinedthat (i) part or all of thecompensation and benefits to be paid to the Executive constitute “parachutepayments” under Section 280G of the Code, and (ii) the payment thereof willcause the Executive to incur excise tax under Section 4999 of the Code, theCompany, on or before the date for payment of such excise tax, shall pay theExecutive, in lump sum, an amount (the “Gross-Up Amount”) such that, afterpayment of all federal, state and local income tax and any additional excisetax under Section 4999 of the Code in respect of the Gross-Up Amount payment,the Executive will be fully reimbursed for the amount of such excise tax.
          (b) The determination of the Parachute Amount, the Base Amount and theGross-Up Amount, as well as any other calculations necessary to implement thisSection 8 shall be made by a nationally recognized accounting or benefitsconsulting firm selected by the Executive and reasonably satisfactory to theCompany. The Consultant’s fee shall be paid by the Company.
          (c) As promptly as practicable following such determination and theelections hereunder, the Company shall pay to or distribute to or for thebenefit of the Executive such amounts as are then due to the Executive underthis Agreement and shall promptly pay to or distribute for the benefit of theExecutive in the future such amounts as become due to the Executive under thisAgreement.
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          (d) As a result of the uncertainty in the application of Section 280G ofthe Code at the time of an initial determination hereunder, it is possible thatpayments will not have been made by the Company which should have been madeunder clause (a) of this Section 8 (“Underpayment”). In the event that thereis a final determination by the Internal Revenue Service, or a finaldetermination by a court of competent jurisdiction, that an Underpayment hasbeen made and the Executive thereafter is required to make any payment of anexcise tax, income tax, any interest or penalty, the accounting or benefitsconsulting firm selected under clause (b) above shall determine the amount ofthe Underpayment that has occurred and any such Underpayment shall be promptlypaid by the Company to or for the benefit of the Executive. If and to theextent that the Executive receives any tax refund from the Internal RevenueService that is attributable to payments by the Company pursuant to thisSection 8 of amounts in excess of the actual Gross-Up Amount as finallydetermined by the Internal Revenue Service or a court of competent jurisdiction(“Overpayment”), the Executive shall promptly pay to the Company the amount ofsuch refund that is attributable to the Overpayment (together with any interestpaid or credited thereon after taxes applicable thereto); provided, however,the Executive shall not have any obligation to pay the Company any amountpursuant to this Section 8(d) if and to the extent that any such obligationwould cause the arrangement to be treated as a loan or extension of creditprohibited by applicable law.
     9.     Further Obligations of the Executive.
     (a)  Confidentiality. During and following the Executive’s employment bythe Company, the Executive shall hold in confidence and not directly orindirectly disclose or use or copy or make lists of any confidentialinformation or proprietary data of the Company, except to
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the extent authorizedin writing by the Board of Directors of the Company or required by any court oradministrative agency, other than to an employee of the Company or a person towhom disclosure is reasonably necessary or appropriate in connection with theperformance by the Executive of duties as an executive of the Company.Confidential information shall not include any information known generally tothe public or any information of a type not otherwiseconsidered confidential by persons engaged in the same business or abusiness similar to that of the Company. All records, files, documents andmaterials or copies thereof relating to the Company’s business which theExecutive shall prepare, or use, or come into contact with, shall be and remainthe sole property of the Company and shall be promptly returned to the Companyupon termination of employment with the Company.
          (b) Non-Solicitation. For the period from the Effective Date untilthe secondanniversary of the termination of the Executive’s employment, the Executivewill not, directly or indirectly, contact, approach or solicit for the purposeof offering employment to or hiring (whether as an employee, consultant, agent,independent contractor or otherwise) any officer of the Company, or anAffiliate of the Company , other than on behalf of the Company or an Affiliateof the Company, without the prior written consent of the Company.
     10.     Equitable Relief.
     Executive acknowledges and agrees that in the event of a breach byExecutive of any of the provisions of Section 9 hereof, the Company shallsuffer irreparable harm for which monetary damages alone will constitute aninsufficient remedy. Consequently, in the event of any such breach, theCompany may, in addition to other rights and remedies existing in its favor,apply to any court of law or equity of competent jurisdiction for specificperformance and/or injunctive or
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other relief in order to enforce or preventany violations of the provisions hereof, in each case without the requirementof posting a bond or proving actual damages.
     11.     Expenses and Interest.
     If, after a Change in Control of the Company, a good faith dispute ariseswith respect to the enforcement of the Executive’s rights under this Agreement,or if any legal or arbitrationproceeding shall be brought in good faith to enforce or interpret anyprovision contained herein, or to recover damages for breach hereof, theExecutive shall recover from the Company any reasonable attorney’s fees andnecessary costs and disbursements incurred as a result of such dispute, andprejudgment interest on any money judgment or arbitration award obtained by theExecutive calculated at the rate of interest announced by Peoples HeritageBank, or any successor thereto, from time to time as its prime rate from thedate that payments to the Executive should have been made under this Agreement.
     12.     Payment Obligations Absolute. The Company’s obligation during andafter the Employment Period to pay the Executive the compensation and to makethe arrangements provided herein shall be absolute and unconditional and shallnot be affected by any circumstances, including, without limitation, anysetoff, counterclaim, recoupment, defense or other right which the Company mayhave against the Executive or anyone else. All amounts payable by the Companyhereunder shall be paid without notice or demand. Each and every payment madehereunder by the Company shall be final and the Company will not seek torecover all or any part of such payment from the Executive or from whosoevermay be entitled thereto, for any reason whatever except as provided in Section8(d) above.
     13.     Successors.
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          (a) The Company will require any successor or assign (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by agreement inform and substance satisfactory to the Executive, expressly, absolutely andunconditionally to assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no suchsuccession or assignment had taken place. Any failure of the Company to obtainsuch agreement prior to the effectiveness of any such succession or assignmentshall be a material breach of this Agreement and shall entitle the Executive toterminate the Executive’s employment for Good Reason. As used in thisAgreement, “Company” shall mean the Company as hereinbefore defined and anysuccessor or assign to its business and/or assets as aforesaid which executesand delivers the agreement provided for in this Section 13(a) or whichotherwise becomes bound by all the terms and provisions of this Agreement byoperation of law.
          (b) This Agreement and all rights of the Executive shall inure to thebenefit of and be enforceable by the Executive’s personal or legalrepresentatives, estates, executors, administrators, heirs and beneficiaries.All amounts payable to the Executive hereunder shall be paid, in the event ofthe Executive’s death, to the Executive’s estate, heirs and representatives.Except as provided in this Section 13, no party may assign this Agreement orany rights, interests, or obligations hereunder without the prior writtenapproval of the other party. Subject to the preceding sentence, this Agreementshall be binding upon and shall inure to the benefit of the parties hereto andtheir respective successors and permitted assigns. This Agreement shall not beterminated by the voluntary or involuntary dissolution of the Company.
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     14.     Enforcement. The provisions of this Agreement shall be regarded asdivisible, and if any such provisions or any part hereof are declared invalidor unenforceable by a court of competent jurisdiction, the validity andenforceability of the remainder of such provisions or parts hereof and theapplicability thereof shall not be affected thereby.
     15.     Amendment. This Agreement may not be amended or modified at any timeexcept by a written instrument executed by the Company and the Executive.
     16.     Withholding. The Company shall be entitled to withhold from amountsto be paid to the Executive hereunder any federal, state or local withholdingor other taxes, or charge which it is from time to time required to withhold.The Company shall be entitled to rely on an opinion of counsel if any questionas to the amount or requirement of any such withholding shall arise.
     17.     Governing law
     This Agreement and the rights and obligations hereunder shall be governedby and construed in accordance with the laws of the State of Maine.
     18.     Arbitration.
     Any dispute arising out of this Agreement shall be determined byarbitration in the State of Maine under the rules of the American ArbitrationAssociation then in effect and judgment upon any award pursuant to sucharbitration may be enforced in any court having jurisdiction thereof.
     19.     Notice.
     Notices given pursuant to this Agreement shall be in writing and shall bedeemed given when received and, if mailed, shall be mailed by United Statesregistered or certified mail, return receipt requested, addressee only postageprepaid, to the Company at:
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 Banknorth Group, Inc.P.O. Box 9540Two Portland SquarePortland, ME 04112Attn: Clerk
or if to the Executive, at the address contained in the records of the Company,or to such other address as the party to be notified shall have given to theother.
     20.     No Waiver.
     No waiver by any party at any time of any breach by another party of, orcompliance with, any condition or provision of this Agreement to be performedby another party shall be deemed a waiver of similar or dissimilar provisionsor conditions at any time.
     21.     Headings. The headings herein contained are for reference only andshall not affect the meaning or interpretation of any provision of thisAgreement.
     22.     Entire Agreement. This Agreement constitutes the entire agreementamong the parties hereto with respect to the subject matter hereof andsupercedes any prior severance agreements between the Executive and theCompany.
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the dayand year first written above.     THE COMPANY BANKNORTH GROUP, INC.       By:     Witness   William J. Ryan