ltipagreementsfor2014pla







Exhibit 10.24   CAMDEN NATIONAL CORPORATION    AMENDED AND RESTATED    LONG-TERM PERFORMANCE SHARE PLAN       1. Purpose.  This Plan is intended to create incentives for certain executive officers of the   Company to allow the Company to attract and retain in its employ persons who will contribute to   the future success of the Company.  It is further the intent of the Company that Awards made under   this Plan will be used to achieve the twin goals of (i) aligning executive incentive compensation   with increases in stockholder value and (ii) using equity compensation as a tool to retain key   employees.  This Plan shall be a sub-plan of the Stock Option Plan and any Shares awarded under   this Plan shall reduce the number of Shares available for use under the Stock Option Plan.    2. Definitions.  Capitalized terms used and not otherwise defined herein shall have the   meanings set forth below:   2.1 "Award" shall mean, for any Participant, the actual payment in Shares at the end of   a Long-Term Performance Period.    2.2 "Board" shall mean the Board of Directors of the Company.    2.3 "Change of Control" shall mean the occurrence of any one of the following events:   (a) any "Person," as such term is used in Sections 13(d) and 14(d) of the   Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the   Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding   securities under any employee benefit plan or trust of the Company or any of its   Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule   12b-2 under the Exchange Act) of such person, shall become the "beneficial owner" (as such   term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of   the Company representing 50 percent or more of the combined voting power of the   Company's then outstanding securities having the right to vote in an election of the Board   ("Voting Securities") (in such case other than as a result of an acquisition of securities   directly from the Company); or       (b) persons who, as of the Effective Date, constitute the Board (the "Incumbent   Directors") cease for any reason, including, without limitation, as a result of a tender offer,   proxy contest, merger or similar transaction, to constitute at least a majority of the Board,   provided that any person becoming a director of the Company subsequent to the Effective   Date shall be considered an Incumbent Director if such person's election was approved by or   such person was nominated for election by either (i) a vote of at least a majority of the   Incumbent Directors or (ii) a vote of at least a majority of the Incumbent Directors who are   members of a nominating committee comprised, in the majority, of Incumbent Directors; but   provided further, that any such person whose initial assumption of office is in connection   with an actual or threatened election contest relating to the election of members of the Board     





 







or other actual or threatened solicitation of proxies or consents by or on behalf of a Person   other than the Board, including by reason of agreement intended to avoid or settle any such   actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or       (c) the consummation of a consolidation, merger or consolidation or sale or other   disposition of all or substantially all of the assets of the Company (a "Corporate   Transaction"); excluding, however, a Corporate Transaction in which the stockholders of the   Company immediately prior to the Corporate Transaction, would, immediately after the   Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the   Exchange Act), directly or indirectly, shares representing in the aggregate more than 50   percent of the voting shares of the corporation issuing cash or securities in the Corporate   Transaction (or of its ultimate parent corporation, if any); or       (d) the approval by the stockholders of any plan or proposal for the liquidation or   dissolution of the Company.       Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have   occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of   securities by the Company which, by reducing the number of shares of Voting Securities   outstanding, increases the proportionate number of shares of Voting Securities beneficially   owned by any person to 50 percent or more of the combined voting power of all then   outstanding Voting Securities; provided, however, that if any person referred to in this   sentence shall thereafter become the beneficial owner of any additional shares of Voting   Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a   result of an acquisition of securities directly from the Company) and immediately thereafter   beneficially owns 50 percent or more of the combined voting power of all then outstanding   Voting Securities, then a "Change of Control" shall be deemed to have occurred for   purposes of the foregoing clause (a).    2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.    2.5 "Committee" shall mean those members of the Compensation Committee of the   Board who are "outside directors" and "non-employee directors" as such terms are defined   under the Code, applicable regulations and Rule 16b-3 promulgated under the Securities   Exchange Act of 1934, as amended, respectively.    2.6 "Company" shall mean Camden National Corporation.    2.7 "Effective Date" shall mean, with respect to this amendment and restatement of   the Plan, January 1, 2014, and with respect to the original Plan, January 1, 2005 (amendments   to the Plan shall be effective as indicated therein).    2.8 "Efficiency Ratio” or "ER” for a Long-Term Performance Period shall mean the   Company's non-interest expense divided by the Company's revenues (i.e., the Company's fully   tax equivalent net interest income and non-interest income) during such Long-Term   Performance Period.  Non-interest expense and non-interest income shall exclude material   non recurring events and security gains and losses.      





 







2.9 "Fiscal Year" shall mean the fiscal year of the Company, which is the 12-   month period ending December 31 of each year.    2.10 "Long-Term Performance Period" shall mean a period of three consecutive   Fiscal Years beginning on the January 1 of the first year of such Long-Term Performance   Period.  A Long-Term Performance Period shall terminate prior to the expiration of three   consecutive Fiscal Years to the extent required pursuant to Section 6.3 hereof.   2.11 “Net Income Growth” for a Long-Term Performance Period shall mean the   compound annual growth rate of the Company's net income over the Long-Term   Performance Period.  Non-interest income and non-interest expense shall exclude material non   recurring events.   2.12 "Non-Performing Asset Ratio" shall mean non-performing assets (which   includes non-accrual loans, loans over 90 days past due still accruing, other real estate   owned and repossessed assets) as a percentage of total assets.    2.13 "Participant" shall mean an executive officer of the Company designated by   the Committee pursuant to Section 4 to participate in the Plan with respect to a Long-Term   Performance Period.    2.14 "Performance Measures" for any Long-Term Performance Period shall mean:    (a) Efficiency Ratio, Non-Performing Asset Ratio, Net Income Growth,   Return on Average Equity, Revenue Growth, and/or Tangible Book Value Per Diluted   Share, as determined by the Committee in its discretion.      2.15 "Plan" shall mean the Camden National Corporation Amended and Restated   Long-Term Performance Share Plan, as amended from time to time.    2.16 "Retirement” shall mean an employee's bona fide retirement from the   Company provided that at the time of such retirement (a) such employee is in good   standing, and (b) has attained age 55 with at least 10 years of employment with the   Company or has attained age 65 with at least five years of employment with the Company.    2.17 "Return on Average Equity" or "ROAE” for a Long-Term Performance Period   shall mean (i) the Company's net income after taxes for each Fiscal Year during such   Long-Term Performance Period, divided by (ii) the Company's average equity during such   Long-Tern Performance Period, in each case as reported in the Company's annual reports   on Form 10-K for the Fiscal Years included in such Long-Term Performance Period.    2.18 "Revenue Growth" or “Compound Annual Growth Rate" or "CAGR” for a   Long-Term Performance Period shall mean the compound annual growth rate of the   Company's revenues (i.e., the Company's fully tax equivalent net interest income and non-   interest income) over the Long-Term Performance Period.  Non-interest income shall exclude   material non recurring events and security gains and losses.    2.19 "Share" shall mean a share of common stock, no par value, of the Company.      





 







2.20 "Stock Option Plan" shall mean the Camden National Corporation 2012 Equity   and Incentive Plan.    2.21 "Tangible Book Value Per Diluted Share” or "TBV" for a Long-Term   Performance Period shall mean the Company's tangible book value per diluted share as of the   end of such Long-Tern Performance Period, calculated by dividing (i) the Company's tangible   book value (i.e., total assets less total liabilities, less goodwill, and less core deposit   intangibles) as of the end of such Long-Term Performance Period (ii) by the total amount of   common shares outstanding on a fully diluted basis as of the end of such Long-Term   Performance Period, in each case as reported in the Company's annual report on Form 10-K   for the year that ends simultaneously with (or that includes the last day of) such Long-Term   Performance Period.    2.22 "Target Award” shall mean, for any Participant, a percentage of his or her base   salary at the beginning of the Long-Term Performance Period.    2.23 "Termination Event" shall mean, for any Participant, termination of such   Participant's employment with the Company either (a) by the Company for any reason other   than Cause or (b) by the Participant for Good Reason. "Cause" means a vote of the Board   resolving that the Participant should be dismissed as a result of (i) the commission of any act   by a grantee constituting financial dishonesty against the Company (which act would be   chargeable as a crime under applicable law); (ii) a Participant's engaging in any other act of   dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment   which, as determined in good faith by the Board, would: (A) materially adversely affect the   business or the reputation of the Company with its current or prospective customers, suppliers,   lenders and/or other third parties with whom it does or might do business; or (B) expose the   Company to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated   failure by a Participant to follow the directives of the Company's chief executive officer or   Board or (iv) any material misconduct, violation of the Company's policies, or willful and   deliberate non-performance of duty by the participant in connection with the business affairs   of the Company. "Good Reason" means the occurrence of any of the following events: (i) a   substantial adverse change in the nature or scope of the Participant's responsibilities,   authorities, powers, functions or duties; (ii) a substantial reduction in the Participant's annual   base salary except for across-the-board salary reductions similarly affecting all or substantially   all management employees; or (iii) the relocation of the offices at which the Participant is   principally employed to a location more than 50 miles from such offices.    3. Administration.  The Committee shall have sole discretionary power to interpret the   provisions of this Plan, to administer and make all decisions and exercise all rights of the   Company with respect to this Plan.  The Committee shall have final authority to apply the   provisions of the Plan and determine, in its sole discretion, the amount of the Awards to be paid to   Participants hereunder and shall also have the exclusive discretionary authority to make all other   determinations (including, without limitation, the interpretation and construction of the Plan and   the determination of relevant facts) regarding the entitlement to benefits hereunder and the amount   of benefits to be paid pursuant to the Plan.  The Committee's exercise of this discretionary   authority shall at all times be in accordance with the terms of the Plan and shall be entitled to   deference upon review by any court, agency or other entity empowered to review its decision, and     





 







shall be enforced, provided that it is not arbitrary, capricious or fraudulent.    4. Eligibility.  For each Long-Term Performance Period, the Committee in its discretion shall   select those executive officers who shall be Participants.  The selection of an individual to be a   Participant in any one Long-Term Performance Period does not entitle the individual to be a   Participant in any other Long-Term Performance Period.  A newly hired executive may be eligible   to become a Participant if he or she is hired prior to the first day of a Long-Term Performance   Period.  Subject to Section 7 hereof, any Participant who is not a Participant at the beginning of   the Long-Term Performance Period and therefore does not participate for the entire Long-Term   Performance Period, including a newly hired or promoted Participant, shall receive a pro-rated   Target Award based on his period of participation.    5. Performance Measures and Awards.    5.1 Performance Measures. Within the first 180 days of a Long-Term Performance   Period, the Committee shall establish the performance share matrix with the Performance   Measures for the Long-Term Performance Period. The established matrix shall be set forth in   Exhibit A.    5.2 Granting of Awards. The Committee shall assign each Participant a Target Award   for the Long-Term Performance Period.    5.3 Nature of Awards. The Target Awards granted under this Plan shall be used solely   as a device for the measurement and determination of Awards that may potentially be made to   each Participant as provided herein. Awards shall not constitute or be treated as property or as   a trust fund of any kind or as capital stock of the Company, stock options or other form of   equity or security until they are paid to Participants in the form of Shares.    6. Payment of Awards.    6.1 Committee Certification.  No Participant shall receive an Award of any Shares   under this Plan unless the Committee has certified, by resolution or other appropriate action in   writing, that the Performance Measure with respect to the Long-Term Performance Period   has in fact been satisfied.  No payments shall be made if the Performance Measure has not   been met for the Long-Term Performance Period.  If each of the Performance Measures   has been met, the amount of the actual Award will be made pursuant to the provisions of   Section    6.2 Award to Participants at End of Long-Term Performance Period. At the end of   each Long-Term Performance Period, if each Performance Measure equals or exceeds the   threshold set forth in Exhibit A, then each Participant shall receive an Award in   accordance with the matrix in Exhibit A. The Award for a Long-Term Performance Period   shall be paid to such Participant in Shares during the first three months of the first Fiscal   Year commencing after the end of such Long-Term Performance Period.  The conversion   of dollar amounts into Shares will be based on the market value of a Share on the first day   of the relevant Long-Term Performance Period. Shares will be issued from the Stock   Option Plan.      





 







6.3 Change of Control.  Notwithstanding anything to the contrary elsewhere herein,   if a Change of Control shall occur, (a) each Long-Term Performance Period that has not   yet ended shall end as of the date the Change of Control occurs and Awards shall be   calculated for each such Long-Term Performance Period as of such date based on the   Company's performance through such date and (b) all Participants who are employed by   the Company on the date the Change of Control occurs shall receive a pro rata Award   based on such shortened Long-Term Performance Period (or, in the discretion of the   Committee, the cash value of such pro rata Award), if any, as soon as practicable.   Notwithstanding the foregoing, in the event a Participant has a Termination Event within   six months after such Change of Control and such Termination Event is in connection with   such Change of Control, then such Participant shall be entitled to an additional Award   under this Plan at such time in an amount equal to the excess, if any, of the amount   determined pursuant to the preceding sentence (assuming the amount in (a) was calculated   based on Superior Target), over the amount determined pursuant to the preceding sentence   (assuming the amount in (a) was calculated based on the Company's actual performance.    7. Forfeiture; Retirement.  Unless otherwise determined by the Committee, a Participant   whose employment with the Company terminates for any reason (other than Retirement) prior   to the actual payment of the Awards under Section 6.2 above shall forfeit all rights to the   Target Award which might otherwise have been granted to him. Unless otherwise determined   by the Committee, a Participant whose employment with the Company terminates due to such   Participant's Retirement prior to the actual payment of the Awards under Section 6.2 above   shall receive a pro rata Award.  Such Award shall be based on the entire Long-Term   Performance Period and shall be pro-rated based on the portion of the relevant Long-Term   Performance Period during which such Participant was an employee of the Company.  Any   such pro rata Award shall be paid during the first three months of the first Fiscal Year   commencing after the end of such Long-Term Performance Period.    Anything herein to the contrary notwithstanding, if at the time of the Participant's   separation from service within the meaning of Section 409A of the Code, the Participant is   considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the   Code, and if any payment that the Participant becomes entitled to under this Plan is considered   deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section   409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no   such payment shall be payable prior to the date that is the earlier of (i) six months after the   Participant’s separation from service, or (ii) the participant's death.  It is intended that this Plan   will be administered in accordance with Section 409A of the Code.    8. Amendment or Termination of Plan.  The Company may amend or terminate this Plan at   any time or from time to time; provided however, that no such amendment or termination shall,   without the written consent of the Participants, affect the rights of a Participant in any material   adverse way with respect to benefits earned prior to the date of the amendment or termination.    9. Limitation of Company's Liability. Subject to its obligation to make payments as   provided for hereunder, neither the Company nor any person acting on behalf of the Company   shall be liable for any act performed or the failure to perform any act with respect to this Plan,   except in the event that there has been a judicial determination of willful misconduct on the part of     





 







the Company or such person.  The Company is under no obligation to fund any of the payments   required to be made hereunder in advance of their actual payment or to establish any reserves with   respect to this Plan.  Any benefits which become payable hereunder shall be paid from the general   assets of the Company.  No Participant, beneficiary or beneficiaries, shall have any right, other   than the right of an unsecured general creditor, against the Company in respect of the benefits to   be paid hereunder.    10. Withholding of Tax.  Anything to the contrary notwithstanding, all payments of Awards   required to be made by the Company hereunder shall be subject to the withholding of such   amounts as the Company reasonably may determine that it is required to withhold pursuant to   applicable federal, state or local law or regulation.  Withholding will be made in the form of   Shares unless expressly indicated otherwise by the Participant.    11. Assignability.  Except as otherwise provided by law, no benefit hereunder shall be   assignable, or subject to alienation, garnishment, execution or levy of any kind, and any attempt to   cause any benefit to be so subject shall be void.    12. No Contract for Continuing Services.  This Plan shall not be construed as creating any   contract for continued services between the Company and any Participant and nothing herein   contained shall give any Participant the right to be retained as an employee of the Company.    13. Governing Law. This Plan shall be construed, administered, and enforced in accordance   with the laws of the State of Maine.    14. Non-Exclusivity.  The Plan does not limit the authority of the Company, the Committee,   or any subsidiary of the Company, to grant Awards or authorize any other compensation under any   other plan or authority, including, without limitation, awards or other compensation based on the   same Performance Measure used under the Plan.        CAMDEN NATIONAL CORPORATION    Witness: _______________________ By: _______________________________             Its CEO and President    Date: ______________________________