dcrpnoncompeteagreement3







1      CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION   This Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”)   is made and effective this DATE, by and between Camden National Corporation, a Maine   Corporation with principal offices in Camden, Knox County, Maine, its successors, assigns,   affiliates and subsidiaries (collectively “Company”) and PARTICIPANT (“Executive”).     WHEREAS, the Company desires to secure the Executive’s services and the Executive   desires to render services to the Company; and        WHEREAS, the Company is engaged in the highly competitive banking and finance   industry; and       WHEREAS, the Company is the owner of various valuable business assets and interests,   including but not limited to, confidential and proprietary information relating to the Company’s   business and the Company’s relationships and goodwill with its clients, all of which have been   developed through considerable effort and expense by and on behalf of the Company, and which   the Company has gone to great lengths and expense to protect; and        WHEREAS, by virtue of employment with the Company the Executive will acquire a   substantial amount of confidential information regarding the operations and business model of   the Company and its affiliates which, if disclosed to third parties, or used to directly or indirectly   compete against the Company or solicit its customers or clients, could cause substantial harm to   the Company;        WHEREAS, the Executive acknowledges that the Company is the owner of such   valuable business assets and interests, including any goodwill built-up or developed by   Executive through the Executive’s relationship with any of the company’s customers;       NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants   and promises set forth herein, and the Executive’s employment or continued employment with   the Company, the receipt and sufficiency of which is hereby acknowledged, the Company and   the Executive hereby agree as follows:   1. Definitions   For purposes of this Agreement, the following terms have the following meanings:   a. Customer:  Any person or entity that has employed the Company or has purchased or has   inquired about any product or service advertised by the Company, or any person or entity   with whom the Company is preparing to do business in this manner.        b. Confidential Information:  “Confidential Information” means information about the   Company, its Customers, customer prospects, and/or vendors that is not generally known   outside of the Company, which Executive will learn of in connection with his or her   employment with the Company.  Confidential Information includes, without limitation: (1)    Customer files and lists; (2) the names, addresses, telephone numbers or any personally   identifiable information of the Company’s Customers; (3) contracts and legally binding     





 







2      documents between the Company and its Customers, vendors, partners or affiliates; (4)   specific product information relating to the Company's current products or to any   products under development; (5) documents relating to inquiries and responses to or from   governmental agencies; (6) financial information of the Company; (7) financial   projections of the business of the Company; (8) any aspect of the Company’s   compensation structure to its employees; (9) information relating to any advertisements   or public relations or other documents produced by or on behalf of the Company for the   purposes of soliciting customers; (10) hardware and software of the Company which is   configured for processing the Company’s business; (11) vendor lists; (12) Company   budgets; (13) Company procedure manuals; (14) Company pricing structures; (15) the   Company’s copyrighted, registered and unregistered materials; (16) formulas, plans,   business models or techniques related to the Company's products; (17) plans for new   products; (18) information or documents, plans or materials prepared by the Company for   the purpose of furthering the Company’s business; and (19) other such information which   relates to the Company’s business, which is not available generally to the public and   which has been developed or acquired by the Company with considerable effort and   expense.        c. Competitive Activities:  Executive shall be deemed to be engaged in “Competitive   Activities” if he or she, without the prior written consent of the Company, (i) directly or   indirectly, through association with any entity, whether as an owner, principal, partner,   employee, agent or consultant, works or consults for or with, or engages in the business   of, any commercial, thrift or savings bank or credit union, or any other entity providing   financial products or services (including without limitation banking, insurance or   securities products or services) (collectively, “Related Business”) that operates an office,   branch or any related physical presence within fifty (50) miles (by air) of any office of   the Company; or (ii) directly or indirectly acquires any financial or beneficial interest in   (except as provided in the next sentence) any organization which conducts or is otherwise   engaged in Related Business and is within fifty (50) miles (by air) of any office of the   Company. Notwithstanding the preceding sentence, Executive shall not be prohibited   from owning less than one percent (1%) of any publicly traded corporation, whether or   not such corporation is in competition with the Company as described in this Paragraph.   d. Solicit:  The term "solicit" as used in this Agreement means any communication of any   kind whatsoever, in whatever form or medium, inviting, encouraging or requesting any   person or entity to take or refrain from taking any action with respect to the business of   the Company.   2. Protection of Confidential Information   a. Restriction on Use of Confidential Information:  The Executive covenants and agrees that   he or she will not, at any time hereafter, by any means, disclose to any person outside the   Company or entity, or use for the Executive’s own benefit, any Confidential Information   concerning the business of the Company, with the exception of those persons to whom   disclosure is expressly authorized in writing by the Company.   b. Obligation Upon Termination:  Upon termination of the Executive’s employment for any   reason, the Executive shall immediately deliver to the Company copies of any     





 







3      documents, in whatever form, in the Executive’s possession containing such confidential   information, and shall not retain copies of any Confidential Information.      3. Prohibition Against Competition      a. Prohibition:  In recognition of Executive's importance to the success of the Company,   Executive and the Company agree that the Company would suffer significant and   irreparable harm from Executive's competing with the Company during Executive's term   of employment with the Company and for a period of one (1) year after Executive’s   termination of employment. Accordingly, Executive agrees that he or she shall not   engage in Competitive Activities (as defined above) with the Company while employed   by the Company and for a period of one (1) year following Executive's termination of   employment, regardless of the reasons for Executive’s termination.        4. Prohibition Against Solicitation   The parties agree that, during the course of the Executive’s employment with the Company, (1)   the Company has provided and/or will provide the Executive with access to close contact with   the Company’s existing, prospective and/or potential clients, Customers and accounts (including   clients, customers, and accounts with whom the Company has developed a close relationship and   significant goodwill); (2) the Executive has and/or will acquire Confidential Information   regarding the relationships between the Company and its clients, Customers and accounts; and   (3) the Executive, on behalf of and for the benefit of the Company and at the Company’s   substantial expense, has developed and maintained, and/or will develop and maintain, close and   unique relationships and significant goodwill with the Company’s clients, Customers and   accounts, including clients, Customers and accounts with whom or which the Executive had a   relationship prior to his/her employment with the Company.  Accordingly, the Company and the   Executive agree as follows:    a.  Prohibition Against Soliciting Customers:  While employed by the Company and for a   period of two (2) years following Executive's termination, Executive agrees that he or she   shall not, in any manner, directly or indirectly, whether independently or through any other   party or entity, whether on behalf of or in conjunction with any entity or person, and   whether for his or her own benefit or account or for the benefit or account of any other   person or entity:   (1) solicit or contact or attempt to solicit or contact any Customer to whom   Executive provided services, or with or for whom Executive transacted business,   or whose identity become known to Executive in connection with Executive's   services to the Company (including employment with or services to any   predecessor or successor entities), for the purpose of selling or providing any   financial products or services or to encourage a Customer to reduce or refrain   from doing any business with the Company;    (2) accept business from any Customer to whom Executive provided services, or   for whom Executive transacted business, or whose identity become known to   Executive in connection with Executive's services to the Company (including   employment with or services to any predecessor or successor entities); or      





 







4      (3) interfere with or damage (or attempt to interfere with or damage) any   relationship between the Company and any of its Customers.    b.  Prohibition Against Soliciting Company Employees:  While employed by the   Company and for a period of one (1) year following Executive's termination of   employment, Executive agrees that Executive shall not, in any manner, directly or   indirectly, solicit any person who is an employee of the Company or any of its affiliates to   apply for or accept employment or a business opportunity with any person or entity other   than the Company.   5. Equitable Remedies/Right to Injunction:  The Executive agrees that if he or she   breaches any of the provisions of this Agreement, it would cause immeasurable and   irreparable damage to the Company, and money damages would not be adequate to   compensate the Company or to protect and preserve the status quo pending adjudication.    Accordingly, Executive agrees that the Company, in addition to and as a supplement to   such other rights and remedies as may exist in its favor, shall be entitled to injunctive   relief from a court of competent jurisdiction for any actual or threatened violation of any   of the provisions of this Agreement.       6. Amendments:  No modification, amendment or waiver of the provisions of this   Agreement shall be effective unless in writing specifically referring hereto and signed by   both parties.  This is the entire agreement between the parties and there are no oral   understandings or agreements.      7. Other Rights:  This Agreement shall not be construed as, in any way, restricting any   other rights of the Company to protect its trade secrets or confidential and proprietary   information.  All inventions, processes, discoveries, know-how, improvements, patent   rights, trade names and applications acquired during the Executive’s employment with   the Company and arising in whole or in part from performance of the Executive’s duties   or out of utilization of the facilities of the Company shall be and remain the exclusive   property of the Company and the Executive shall have no rights thereto.      8. Waiver:  The failure to enforce at any time any of the provisions of this Agreement or to   require at any time performance by the other party of any of the provisions hereof shall in   no way be construed as a waiver of such provisions or to affect either of the validity of   this Agreement or any part thereof, or the right of either party thereafter to enforce each   and every such provision hereof.      9. Governing Law:  This Agreement shall be construed in accordance with and governed   by the laws of the State of Maine.      10. Savings Clause:  The invalidity or non-enforceability of any particular provision of this   Agreement shall not affect the other provisions hereof, and this Agreement shall be   construed in all respects as if such invalid or non-enforceable provision were omitted.      11. Binding Nature:  This Agreement shall be binding upon and shall inure to the benefit of   the Company, its affiliates and any successors or assigns of the Company, and any such   successor or assign shall be deemed as substituted for the Company under the provisions     





 







5      hereof.  For the purposes of this Agreement, the term “successor” shall mean any person,   firm, corporation or any other business entity which at any time, whether by merger,   purchase, liquidation or otherwise, shall acquire all or substantially all of the assets or   business of the Company.      12. Captions:  The captions contained in, and the table of contents prefixed to, the Plan are   inserted only as a matter of convenience and for reference and in no way define, limit,   enlarge or describe the scope or intent of the Plan, nor in any way shall affect the   construction of any provision of the Plan.      13. Not Employment:  This is not an employment agreement.  The Executive recognizes and   agrees that his or her employment with the Company is at will and can be terminated at   any time by the Company, with or without cause.  This Agreement does not vest in the   Executive any rights to employment whatsoever, and makes no promise of continued   employment.        IN WITNESS WHEREOF, the parties have executed this Agreement as of the   date first written above.            Camden National Corporation (Company)          By: ______________________________              President & CEO                             ______________________________             Executive