ex10.htm


    
      

    

    
      Exhibit
        10(a)

      SEVERANCE
        AGREEMENT AND RELEASE

      


      


      This
        SEVERANCE AGREEMENT AND RELEASE
        (“AGREEMENT”), dated this 7th day of September, 2007, is by and between Maine
& Maritimes Corporation, a Maine corporation (the “Company”) and Annette N.
        Arribas (“Arribas”).  The Parties agree as follows:

      


      1.      Severance
        Pay.  The Company agrees to pay Arribas severance pay equivalent
        to nine months salary at Arribas’s current rate of pay, subject to withholding
        required by law (hereinafter the “Severance Amount”).  Arribas agrees
        that this Severance Amount is being offered by the Company as full consideration
        for the terms of this Severance Agreement and Release (hereinafter the
“Agreement”) and in honor of her years of service to the Company, and is not
        compensation she would otherwise be entitled to receive under Maine law or
        otherwise.

      


      No
        payment of the Severance Amount shall be made until the effective date hereof,
        meaning after the expiration date of the revocation period set forth in Section
        9 below.  Severance checks shall be mailed to Arribas at her home
        address on a bi-weekly basis in accordance with the Company’s normal payroll
        schedule beginning with the first full payroll period following the effective
        date and continuing for nine consecutive months.


      
        
          
          

        

        
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      2.         Vacation
        Pay.  The parties agree that in addition to the Severance Amount
        discussed in paragraph one, Arribas will receive payment for all unused accrued
        vacation hours (subject to required withholdings) as of August 24,
        2007.

      


      3.         Moving
        Expenses.  In addition to the Severance Amount discussed in
        paragraph one, the Company will make direct payment to a moving company for
        packing and transportation of household items related to Arribas’s relocation
        from Presque Isle, Maine, to her new residence in the continental United
        States
        during the 12 month period following the execution of this Agreement up to
        a
        maximum payment of $10,000.

      


      4.         Unemployment
        Eligibility.  The Company hereby states that Arribas’s position
        was eliminated for business reasons, and not due to misconduct or for any
        reason
        that would constitute legal “cause” under Maine’s unemployment compensation
        law.  Consequently, if Arribas has not obtained a new job when her
        severance pay terminates and wishes to apply for unemployment compensation
        benefits, the Company will confirm to the Bureau of Unemployment Compensation
        that Arribas’s position was eliminated for business reasons.


      
        
          
          

        

        
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      5.         Medical
        Benefits.  The parties agree that the premium for Arribas’s
        existing family health care coverage has been paid through the month of August,
        2007.  Such coverage will continue for nine months, and the Company
        shall continue to make the regular employer contribution
        amount.   Arribas will be required to contribute at the same rate
        as an active employee during this continuation period. Should Arribas fail
        to
        make a required contribution by the 7th of each
        month
        during this continuation period, coverage will be automatically
        cancelled.  In accordance with federal law under “COBRA”, Arribas will
        thereafter be eligible for eighteen (18) months of continuation coverage
        at her
        expense.

      


      Health
        Care Reimbursement Account:  Arribas will have 30 days after
        August 31, 2007, to submit any claims for expenses incurred during the plan
        year, prior to and including her separation of employment date, for
        reimbursement.  Alternatively, Arribas can elect to continue
        participation in the plan on an after-tax basis via COBRA at 102% of her
        current
        cost.

      


      Group
        Term Life Insurance:  Arribas’s Group Term Life Insurance
        coverage under the Company’s Group Plan ceased with her
        employment.  However, Arribas has the right to either port or convert
        her policy to an individual life insurance policy if desired.  If
        Arribas wishes to exercise this conversion privilege, she must make written
        application for an individual policy and pay the first premium on it within
        31
        days after the cessation of her insurance.  Conversion forms and
        information on portability and conversion have been provided to
        Arribas.  Any payments or questions regarding this should be directed
        to:

       

      
        	 	
                Prudential
                  Financial

              	 
	 	
                Group
                  Conversions

              	 
	 	
                290
                  West Mt. Pleasant Avenue

              	 
	 	
                Mail
                  Stop NJ-11-01-03

              	 
	 	
                Livingston,
                  NJ 07039-2729

              	 
	 	
                Telephone:
                  877-889-2070

              	 


      

      


      Accidental
        Death & Dismemberment Insurance:  Arribas’s company provided
        Group AD&D coverage ceased upon separation of employment.


      
        
          
          

        

        
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      Disability
        Insurance:  Arribas’s short-term and long-term disability
        insurance ceased upon her separation of employment; however, she may convert
        her
        long term disability insurance to an individual policy.  Conversion
        forms have been provided. Any questions regarding this should be directed
        to:

       

      
        	 	
                The
                  Prudential Insurance Company of America

              	 
	 	
                P.
                  O. Box 8769

              	 
	 	
                Philadelphia,
                  PA 19101-8769

              	 
	 	
                Telephone:  1-800-842-1718

              	 


      

      


      Voluntary
        Accidental Death and Dismemberment Insurance: Arribas’s coverage in force
        ceased upon her separation of employment. She may convert this coverage to
        an
        individual policy. Application and premium must be made within 31 days of
        the
        separation date.  The amount of insurance cannot be more than the
        amount in force prior to the separation of employment. Conversion forms have
        been provided.

      


      401(k)
        Retirement Savings Plan:  Arribas is 100%
        vested.  Contributions to her 401(k) Retirement Savings Account with
        Bank of America ceased upon her separation of employment. Whereas her account
        balance exceeds $1,000, Arribas has the following options:

      


      1.
        She
        may choose to receive payment of her vested account balance in the form of
        a  lump sum distribution as soon as practicable after her separation
        of employment. If   she receives a lump sum distribution and
        doesn’t roll it into another plan, such as an IRA or a new employer’s sponsored
        plan, she will have to pay tax in addition to a 10% penalty on the
        distribution.

      


      2.
        She
        may leave her funds in the Company’s Plan and continue to direct the investment
        of her vested account balance until 60 days after the end of the plan year
        in
        which she attains age 65. If she does not select an earlier date, her account
        will be distributed in a lump sum or in installments, if she have so elected,
        when she attains age 65.

      


      A
        distribution package will be sent to Arribas from Bank of America.  If
        she has any questions, she should contact:


      
        
          
          

        

        
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                Vivian
                  Sawyer

              	 
	 	
                Bank
                  of America

              	 
	 	
                100
                  Middle Street, 3rd
                  Floor

              	 
	 	
                Portland,
                  ME  04101

              	 
	 	
                (207)
                  874-5622

              	 


      

      


      Defined
        Benefit Pension Plan:  Upon her separation of employment, Arribas
        will have met the Years of Vesting Service under the Company’s pension plan for
        a non-forfeitable benefit. A statement of benefits as of December 31, 2006,
        the
        pension freeze date, will be provided by Diversified Investment Advisors
        as soon
        as feasible.

       

      6.         General
        Release and Covenant Not to Sue.  Arribas, her heirs,
        administrators, executors, personal representatives, beneficiaries, and assigns
        RELEASE and FOREVER DISCHARGE the Company, any other related companies,
        corporations, assigns, officers, representatives, employees, former employees,
        attorneys, trustees, and agents (collectively referred to as “RELEASEES”) from
        any and all claims, demands, obligations, liabilities, costs, expenses, actions
        or causes of actions which Arribas has or may have on account of or arising
        out
        of: (a) Arribas’s employment with the Company; (b) the termination of Arribas’s
        employment with the Company; (c) any and all matters pertaining to Arribas’s
        treatment as an employee or the termination of employment, including, without
        being limited to, claims under the common law of contracts, the common law
        of
        defamation, the common law of tortious interference with contracts, the common
        law of fraud, Title VII of the Civil Rights Act of 1964, the Civil Rights
        Act of
        1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act,
        the
        Employee Retirement Income Security Act, the Maine Human Rights Act, the
        federal
        Family & Medical Leave Act, the Maine Family Medical Leave Act, the federal
        Fair Labor Standards Act and its Maine equivalent, state and federal
        whistleblower laws, all federal and state employment and discrimination laws
        including but not limited to the laws of Maine, and all other state or federal
        laws, whether statutory or common law.  Arribas covenants not to sue
        the RELEASEES for any of these or related claims.

      


      7.         Release
        Includes Unknown Claims.


      
        
          
          

        

        
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      Arribas
        understands and agrees that the released claims are intended to and do include
        any and all claims of every nature and kind whatsoever (whether known, unknown,
        suspected, or unsuspected) which Arribas has or may have against the RELEASEES,
        individually or collectively.

      


      Arribas
        represents and acknowledges that she is not relying in any way on any statement
        or representation by the Company, except as expressly stated herein, in reaching
        her decision to enter into this Agreement.

       

      8.         Discharge
        of Claims Under the Age Discrimination in Employment Act.  Arribas
        hereby knowingly and voluntarily releases and forever discharges each and
        all of
        the RELEASEES, collectively and severally, from any and all liability, claims,
        allegations, and causes of action arising under the Age Discrimination in
        Employment Act of 1967, as amended (“ADEA”), or any age discrimination claims
        under Maine law, which Arribas, her heirs, administrators, executors, personal
        representatives, beneficiaries, and assigns have or claim to have against
        RELEASEES.

      


      9.         No
        Assignment or Transfer of Released Claims.  Arribas warrants that
        she has not sold, assigned or in any way transferred to any third party any
        claim that she may have against RELEASEES which arises or arose out of the
        matters released hereby, including her employment with or separation from
        the
        Company.  Arribas hereby agrees to indemnify and hold RELEASEES
        harmless against, without any limitations, any and all rights, claims,
        warranties, demands, debts, obligations, liabilities, costs, expenses (including
        attorneys’ fees), causes of action, and judgments based on, arising out of, or
        connected with any such sale, assignment, or transfer, or any purported sale,
        assignment or transfer.

      


      10.         Effective
        Date.  Arribas hereby acknowledges and represents that she has
        been given a period of twenty-one (21) days to consider the terms of this
        Agreement; that she has been advised to consult with an attorney and has
        had the
        opportunity to consult with an attorney prior to executing this Agreement;
        and
        that she has received good and valuable consideration to which she is otherwise
        not entitled in exchange for her execution of this Agreement.


      
        
          
          

        

        
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      Arribas
        and the Company hereby acknowledge that Arribas also has the right to revoke
        this Agreement within seven (7) days after signing this Agreement, and that
        this
        Agreement shall not become effective or enforceable until the first day after
        the seven-day revocation period has expired (the “Effective
        Date”).  In the event Arribas chooses to exercise the option to revoke
        this Agreement, Arribas shall notify the Company in writing, which revocation
        must be received on or before the last day of the revocation
        period.

      


      11.         Attorney’s
        Fees.  In the event that enforcement of this Agreement becomes
        necessary by either party, the prevailing party shall be entitled to its
        costs,
        expenses and attorney’s fees.

       

      12.         Entire
        Agreement.  The provisions included in this Agreement constitute
        the entire agreement between the Company and Arribas, and no other agreement
        shall have any force or effect unless it is reduced to writing and signed
        by
        Arribas and an authorized official of the Company.

      


      13.         Severability.  In
        the event that any provision of this Agreement should be held to be
        unenforceable, each and all other provisions of this Agreement shall remain
        in
        full force and effect.

      


      14.         Confidentiality.  The
        contents of this Agreement are strictly confidential.  Arribas agrees
        and represents that she has not and shall not communicate, display, publish
        or
        otherwise reveal any of the contents of this Agreement without the written
        consent of the Company.

      


      (a)           As
        of the Effective Date of this Agreement and henceforth, except as otherwise
        specifically provided in this Agreement, Arribas agrees and covenants that
        she
        has maintained and will continue to maintain the confidentiality of, and
        she
        will not disclose, reveal, publish, disseminate, or discuss, directly or
        indirectly, to or with any other person or entity, the terms of this Agreement
        (including whether or not any amount was paid, the amount paid, or any
        opinion(s) or information she may have with respect to this
        Agreement).

       

      
        
          
          

        

        
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      (b)           The
        following disclosures, which are specific exceptions, are permitted in the
        following limited circumstances:

       

       (i) 
        Arribas may make such disclosures as are reasonably necessary for tax reporting
        purposes;

       

      (ii) 
        Arribas may disclose the terms and amount paid under this Agreement as
        reasonably necessary to obtain legal, tax, accounting, financial, or investment
        advice or services;

       

      (iii) 
        Arribas is permitted to disclose the terms of this Agreement to the extent
        required in any legal proceeding involving the enforcement of this Agreement,
        but, as to any other legal proceedings, Arribas is permitted to disclose
        the
        terms of this Agreement only to the extent specifically permitted by the
        Agreement or requested and consented to in writing by a manager or other
        authorized representative of the Company;

       

      (iv)
        Arribas is permitted to disclose the terms of this Agreement in the event
        she is
        compelled pursuant to subpoena or other court order; and

       

      (v) 
        Arribas is permitted to disclose the terms of this Agreement to her
        spouse.

       

      (c)           The
        Company may communicate the subject matter of this Agreement to the managers
        of
        the Company, to its accountants, insurers and attorneys, and to its Board
        of
        Directors, and may further disclose such information to government regulatory
        agencies or third parties as may be required by law, regulation or by generally
        accepted auditing standards or accounting practices, and it may make appropriate
        disclosures to insurers or taxing authorities, or as necessary in any
        administrative or judicial proceeding arising from the matters released hereby
        and this Agreement;

       

      
        
          
          

        

        
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      (d)           Arribas
        and the Company agree that the details of Arribas’s  termination and
        this Agreement shall remain confidential as between Arribas and the Company
        and
        they shall not disclose them to any other person, unless compelled to do
        so by
        legal process or in conjunction with any investigation conducted by or under
        the
        authority of any government or governmental entity.

       

      15.         Non-disparagement.  Arribas
        agrees that she will not make any type of disparaging remarks in any form
        about
        the Company, its officers, directors, or employees.  The Company
        agrees that it will not make any type of disparaging remarks in any form
        about
        Arribas.  The Company and Arribas both understand their respective
        obligations to respond truthfully in response to any legal inquiry (such
        as a
        subpoena) and further understand that any such obligation is not superseded
        by
        this paragraph.  The Company will provide Arribas with a reference
        letter for future employment in the form attached hereto as Exhibit
        A.  The Company and its representatives agree not to make any
        statement inconsistent with the contents of the reference letter.

      


      16.         Nondisclosure.  Arribas
        agrees that during her employment at the Company, she had access to the
        Company’s records and other proprietary or confidential information
        (“Documents”).  Arribas agrees that she shall not disclose any
        information contained in the Documents or otherwise to any persons without
        the
        express written permission of the Company.

      


      17.         Arribas
        acknowledges that she was not already entitled to receive the Severance Amount
        described above and to be provided to her in conjunction with the execution
        of
        this Agreement, and Arribas understands that she is required to sign this
        Agreement in order to obtain said Severance Amount and that said Severance
        Amount constitutes consideration for this Agreement.  Arribas further
        acknowledges that she has signed this Agreement freely and voluntarily, and
        that
        she has not been threatened or coerced into signing this
        Agreement.  Arribas acknowledges that she has not relied on any
        representations, promises, side agreements or other agreements of any kind
        in
        connection with her decision to execute this Agreement.  Arribas
        acknowledges that to the extent that she has signed this Agreement less than
        21
        days after it was furnished to her, she has done so for her own personal
        reasons
        and with the understanding that she could have taken the full 21 days to
        consider this Agreement.

       

      
        
          
          

        

        
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      18.         Headings
        and Captions.  The headings and captions used in this Agreement
        are for convenience or reference only, and shall in no way define, limit,
        expand
        or otherwise affect the meaning of instruction of any provisions of this
        Agreement.

      


      19.         Duplicates.  The
        Agreement has been executed in duplicate.

      


      20.         Successors.  Each
        of the covenants and undertakings in this Agreement shall be binding upon
        and
        shall inure to the heirs, executors, administrators, successors and assigns,
        respectively, of each of the parties.

       

      
        
          
          

        

        
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      EXECUTED
        this 7th day of September, 2007.

      


      MAINE
        & MARITIMES CORPORATION

      


      By:
        ______________________________

      (Name)

      (Title)

      


      STATE
        OF
        MAINE                                           Date:
        ____________________________

      AROOSTOOK,
        ss.

      


      Personally
        appeared the above-named officer of Maine & Maritimes Corporation, and
        acknowledged his execution of the foregoing instrument to be his free act
        and
        deed duly authorized in said capacity.

      


      Before
        me,

      


      


      __________________________________

      Attorney
        at Law/Notary Public

      


      


      __________________________________

      Printed
        Name

      


      


      Commission
        Expires: _________________


      
        
          
          

        

        
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      I
        HAVE
        READ EVERYTHING IN THIS AGREEMENT AND I UNDERSTAND EVERYTHING THAT IS IN
        THIS
        AGREEMENT.  I UNDERSTAND THAT THIS AGREEMENT IS A CONTRACT AND A LEGAL
        DOCUMENT, AND THAT I SHOULD TALK TO MY LAWYER ABOUT IT BEFORE SIGNING
        IT.  I HEREBY STATE THAT I HAVE HAD SUFFICIENT TIME I WANT AND NEED TO
        TALK TO A LAWYER ABOUT THIS AGREEMENT BEFORE SIGNING IT.  NO ONE HAS
        MADE ME ANY PROMISES TO GET ME TO SIGN THIS AGREEMENT EXCEPT FOR THE PROMISES
        THAT ARE WRITTEN IN THIS AGREEMENT ITSELF.  NO ONE HAS FORCED ME TO
        SIGN THIS AGREEMENT, AND I SIGN IT OF MY OWN FREE WILL.

      


      


      _______________________________

      Annette
        N. Arribas

      


      


      STATE
        OF
        MAINE                                           Date:
        _____________________________

      AROOSTOOK,
        ss.

      


      Personally
        appeared the above-named individual, and acknowledged her execution of the
        foregoing instrument to be her free act and deed duly authorized in said
        capacity.

      


      Before
        me,

      


      


      __________________________________

      Notary
        Public

      
         

        __________________________________

        Printed
          Name

        


        


        Commission
          Expires: _________________


        
          
            
            

          

          
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        EXHIBIT
          A

        


        To
          Whom
          It May Concern:

        


        During
          Annette Arribas’s over ten-year tenure with Maine & Maritimes Corporation
          and its affiliates, she played an integral role in the growth of the
          organization, including the execution of six acquisitions in the U.S. and
          Canada.  During this period, she was responsible for significant
          improvements in the Company’s treasury platform, investor relations program, and
          compliance program.  The Company is very appreciative of her efforts
          and capabilities.  She represented our Company well, and we wish her
          the best in her future endeavors.

        


        


        Brent
          M.
          Boyles, President

        Maine
          & Maritimes Corporation

      

       

       

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