a2012equityandincentivep







   ACTIVE/80937928.1   AMENDMENT   TO   CAMDEN NATIONAL CORPORATION   2012 EQUITY AND INCENTIVE PLAN   A. The Camden National Corporation 2012 Equity and Incentive Plan (the “Plan”), is hereby   amended as follows:   1. Section 3(c) of the Plan is hereby amended by deleting such section in its entirety   and substituting the following in lieu thereof:   “‘In the case of and subject to the consummation of (i) the   dissolution or liquidation of the Company, (ii) the sale of all or   substantially all of the assets of the Company on a consolidated   basis to an unrelated person or entity, (iii) a merger, reorganization   or consolidation in which the outstanding shares of Stock are   converted into or exchanged for a different kind of securities of the   successor entity and the holders of the Company’s outstanding   voting power immediately prior to such transaction do not own a   majority of the outstanding voting power of the successor entity   immediately upon completion of such transaction, or (iv) the sale   of all of the Stock of the Company to an unrelated person or entity   (in each case, a ‘Sale Event’), the parties thereto may cause the   assumption or continuation of Awards theretofore granted by the   successor entity, or the substitution of such Awards with new   Awards of the successor entity or parent thereof,  with appropriate   adjustment as to the number and kind of shares and, if appropriate,   the per share exercise prices, as such parties shall agree.  To the   extent the parties to such Sale Event do not provide for the   assumption, continuation or substitution of Awards, upon the   effective time of the Sale Event, the Plan and all outstanding   Awards granted hereunder shall terminate.  In such case, except as   may be otherwise provided in the relevant award agreement, all   Options and Stock Appreciation Rights that are not exercisable   immediately prior to the effective time of the Sale Event shall   become fully exercisable as of the effective time of the Sale Event,   all other Awards with time-based vesting, conditions or restrictions   shall become fully vested and nonforfeitable as of the effective   time of the Sale Event, and all Awards with conditions and   restrictions relating to the attainment of performance goals may   become vested and nonforfeitable in connection with a Sale Event   in the Committee’s discretion or to the extent specified in the   relevant award agreement. In the event of such termination, each   grantee shall be permitted, within a specified period of time prior   to the consummation of the Sale Event as determined by the     





 







 2   ACTIVE/80937928.1   Committee, to exercise all outstanding Options and Stock   Appreciation Rights held by such grantee, including those that will   become exercisable upon the consummation of the Sale Event;   provided, however, that the exercise of Options and Stock   Appreciation Rights not exercisable prior to the Sale Event shall be   subject to the consummation of the Sale Event.    Notwithstanding anything to the contrary in this Section 3(c), in   the event of a Sale Event pursuant to which holders of the Stock of   the Company will receive upon consummation thereof a cash   payment for each share surrendered in the Sale Event, the   Company shall have the right, but not the obligation, to make or   provide for a cash payment to the grantees holding Options and   Stock Appreciation Rights in exchange for the cancellation thereof,   in an amount equal to the difference between (A) the value as   determined by the Committee of the consideration payable per   share of Stock pursuant to the Sale Event (the ‘Sale Price’) times   the number of shares of Stock subject to outstanding Options and   Stock Appreciation Rights (to the extent then exercisable at prices   not in excess of the Sale Price) and (B) the aggregate exercise price   of all such outstanding Options and Stock Appreciation Rights.   Transactions under this provision must be made in a manner that   the Options and SAR’s remain exempt from the application of   Code Section 409A.”   2. Sections 20(a) and (b) of the Plan are hereby amended by deleting such sections   in their entirety and substituting the following in lieu thereof:   “(a)  [intentionally omitted]   (b)  [intentionally omitted]”   B. Except as otherwise so amended, the Plan is confirmed in all other respects.   C. The effective date of this Amendment is as of March 9, 2015.   Executed this ninth day of March, 2015 by a duly authorized officer of Camden National   Corporation.   CAMDEN NATIONAL CORPORATION   By: