ex10_b.htm


    
      

    

    
      Exhibit
10(b)

      


      MAINE
& MARITIMES CORPORATION

      STOCK
PLAN FOR OUTSIDE DIRECTORS

      (Amended
and Restated July 1, 2008)

      


      
        	
                1.

              	
                PURPOSE.  The
      purpose of this Plan is to align more closely the interests of the
      non-employee directors (“Outside Directors”) of Maine & Maritimes
      Corporation (“Company”) with the interests of the Company’s
      shareholders.  Under the Plan, each Outside Director is to
      receive a quarterly grant of Company stock, as part of his or her director
      compensation for the preceding
quarter.

              


      

      


      
        	
                2.

              	
                DEFINITIONS.  As
      used in this Plan, the following capitalized words and phrases shall have
      meanings specified, unless the context clearly indicates that a different
      meaning is intended:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                “Board”
      shall mean the Board of Directors of the
  Company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                “Company”
      shall mean Maine & Maritimes
Corporation.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                “Director”
      or “Outside Director” shall mean a non-employee director of the
      Company.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                “Plan”
      shall mean the Maine & Maritimes Corporation Stock Plan for Outside
      Directors.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                “Share”
      shall mean a share of Common Stock of the
  Company.

              


      

       

      
        	
                3.

              	
                QUARTERLY
      GRANT OF SHARES.  As of the last day of March, June, September
      and December of each year (each such date being a “grant date”), and
      without further action by the Board or the shareholders, each Outside
      Director shall receive a grant of 75 Shares having a value as determined
      below.  Provided, however, that a person who became an Outside
      Director after the first business day of the relevant quarter, or whose
      service as an Outside Director terminated (due to retirement, resignation,
      removal, employment by the Company, or otherwise) before the last business
      day of the quarter, shall receive a reduced number of Shares, based on the
      number of calendar days in office as an Outside Director divided by the
      total number of calendar days in the quarter.  The Company shall
      issue certificates for the granted Shares to each relevant Director within
      30 days after the grant date.

              


      

      


      
        	
                4.

              	
                DETERMINATION
      OF VALUE OF SHARES.  For purposes of the Plan, the per share
      value of the Shares shall be determined as of the close of business on the
      grant date and shall be deemed equal to the closing price of the Common
      Stock on that date, as last reported on the American Stock Exchange or
      such other national securities exchange on which the Common Stock is then
      principally listed or admitted to
trading.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (If the
Common Stock is not listed or admitted to trading on any national securities
exchange, the last quoted price (or, if not so quoted, the average of the high
bid and low asked prices) in the over-the-counter market, as reported on Nasdaq
or such other system then in use; or, if no bids for the Common Stock are quoted
by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Common Stock as
selected by the Board.)

      


      
        	
                5.

              	
                VESTING
      AND TRANSFER OF SHARES.  Shares shall be deemed earned and fully
      vested upon receipt.  Certificates for Shares may bear an
      appropriate legend noting transfer restrictions, if any, under applicable
      securities laws.  Transfer of the Shares may require compliance
      with preclearance policies of the Company, or other applicable procedures
      regarding transfer.

              


      

      


      
        	
                6.

              	
                SHARES
      SUBJECT TO THE PLAN.  The total number of shares of Common Stock
      available for delivery under the Plan shall be up to, but not exceeding,
      20,000 shares of common stock of the Company, par value $7.00 per
      share.

              


      

      


      
        	
                7.

              	
                TAX
      WITHHOLDINGS.  The receipt of Shares will constitute income to
      the Director under applicable income tax laws.  The Company may,
      without limitation, offset other cash payments to the Director in order to
      satisfy applicable withholding requirements in respect of each grant of
      Shares.

              


      

      


      
        	
                8.

              	
                CONTINUED
      SERVICE AS A DIRECTOR.  Neither the Plan nor any grant of Shares
      shall limit or otherwise affect the right of the Board or the shareholders
      to terminate the service of a
Director.

              


      

      


      
        	
                9.

              	
                INTERPRETATION,
      AMENDMENT, AND TERMINATION.  The Board shall have authority to
      interpret the Plan, and all such interpretations shall be binding on the
      Company, the Directors, and the shareholders.  The Board shall
      have authority to amend the Plan or terminate the Plan at any
      time.  Except as the Board may otherwise determine, the Plan
      shall terminate upon consummation of any merger in which the Company is
      not the surviving corporation or upon consummation of a sale of all assets
      of the Company.

              


      

      


      
        	
                10.

              	
                GOVERNING
      LAW.  The Plan shall be governed by and construed in accordance
      with the laws of the State of
Maine.