Exhibit
10(e)


MAINE & MARITIMES CORPORATION
2002 STOCK OPTION PLAN

STOCK OPTION AGREEMENT


AGREEMENT, made
this 1st day of June, 2002, between MAINE & MARITIMES CORPORATION, (“Company”)
and (“Employee”),


1. GRANT OF
OPTIONS. The company hereby grants Employee (a) an incentive stock option (ISO”)
to purchase shares of its common stock (“Shares”) under its 2002 Stock Option
Plan (“Plan”), a copy of which is attached hereto as Appendix A, and (b) a
nonqualified stock option (“NSO”) to purchase Sales under the Plan.


2. OPTION PRICE.
THE OPTION PRICE IS $ per share.


3.
NONTRANSFERABILITY. These options are subject to the transfer restrictions set
forth in Section 7(d) of the Plan.


4. EXERCISE OF
OPTION. Employee may exercise these options only by completing and delivering
to the Company a written notice, in such manner and on such form as the Company
may prescribe, and by tendering to the Company full payment for the Shares to
be acquired. Payment by transfer of stock shall be permitted only if
transferring previously acquired Shares will not, in the judgment of the
Company’s accountants, result in an expense being reflected in the financial
statements of the Company. The value of stock transferred to the Company in
payment of the option price shall be 100% of the fair market value of such
stock at the close of business on the date such transfer is recorded on the
books of the Company, following actual or constructive delivery of the stock to
the Company in a form suitable for transfer.


5. EXERCISE
RESTRICTIONS/ACCELERATION.


(a) HOLDING
PERIODS. Except as hereinafter provided, these options shall become exercisable
over a seven-year period beginning June 1, 2005, as set forth in the following
table:


 


	
  Total Number of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year Beginning

  	
   

  	
  Shares that May be Purchased

  	
   

  	
  ISO Shares

  	
   

  	
  NSO Shares

  	
   

  
	
  6/1/2005

  	
   

  	
  7,500

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2006

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2007

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2008

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2009

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2010

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2011

  	
   

  	
  7,500

  	
  *

  	
  *

  	
   

  	
  *

  	
   

  



 






*This number shall be increased by carrying forward the aggregate
number of shares not purchased from the prior year.









 



(b) ANNUAL DOLLAR
LIMIT ON EXERCISE. To the extent that the aggregate fair market value of stock
with respect to which incentive stock options are exercisable for the first
time by Employee during any calendar year (under all plans of the corporation
employing Employee and its parent and subsidiaries) exceeds $100,000, such
options shall not be treated as incentive stock options.


(c) MINIMUM
EXERCISE/WHOLE SHARES. Employee may not exercise an option to purchase fewer
than 50 Shares, unless by such exercise the Employee acquires all Shares that
may be purchased under the option on the exercise date, or to purchase fractional
Shares.


(d) ACCELERATION
OF EXERCISE. These options shall immediately become exercisable in full in the
event of a “change in control,” as defined in

Section 9 of the Plan.


6. SHAREHOLDER
RIGHTS/STOCK CERTIFICATES. Neither the Employee nor his or her personal
representative, heir or legatee shall be a shareholder of the Company or have
any rights or privileges of a shareholder by reason of this Agreement until the
date that Shares purchased under an option are issued, as recorded on the books
of the Company. In the event a stock certificate evidencing such Shares is to
be issued, the Company shall personally deliver or mail such certificate to the
Employee as soon as practicable after the exercise date.


7. TERM OF
OPTIONS. This Agreement shall terminate and these options, to the extent they
have not been exercised, shall expire May 30, 2012. In the event of Employee’s
earlier termination of employment, disability or death, the term of the option
will be determined in accordance with Section 7(f), (g) or (h) of the Plan,
whichever is applicable, and this Section 7. In the event of Employee’s
termination of employment for any reason other than death or disability, these
options shall expire on the earlier of (i) May 30, 2012, (ii) 3 months after
employment ceases. In the event of Employee’s termination of employment by
reason of death or disability, these options shall expire on the earlier of (i)
May 30, 2012, (ii) or one year after employment ceases.


8. ADJUSTMENTS TO
AWARD. The number of Shares subject to these options and the option price are
subject to adjustment pursuant to Section 4(b) of the Plan.


9. ADMINISTRATION.
The members of the Executive Compensation Committee of the Company’s Board of
Directors who are not employees of the Company or any of its subsidiaries (“Committee”)
shall have the responsibility of construing and interpreting this Agreement and
the Plan. The determinations and conclusions of the Committee shall be binding
on the parties hereto.


10. CHANGES IN
LAW. Employee shall be subject to any rules adopted by the Committee to comply
with changes in the laws and regulations relating to the Plan.









 



11. MISCELLANEOUS.


(a) EMPLOYMENT.
This Agreement does not give the Employee any right to be retained in the
employ of the Company or any of its subsidiaries.


(b) PLAN
PROVISIONS INCORPORATED BY REFERENCE. All of the applicable terms and
restrictions of the Plan are hereby incorporated by reference and shall have
the same force and effect as if they were separately restated herein.


(c) AMENDMENT.
This Agreement may be amended only in writing by mutual agreement of the
parties.


(d) GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with Maine law.


(e) SEVERABILITY.
In the event that any provision of this Agreement shall be held invalid, it
shall not affect the validity of the remainder of the Agreement.


(f) ENTIRE
AGREEMENT. This Agreement contains the entire understanding of the parties and
all prior representations, promises or statements are merged herein.


MAINE & MARITIMES CORPORATION


By


Its Executive Compensation committee Chairperson


Employee


Persons who have
received the above Stock Option Agreement:


	
  Individual

  	
   

  	
  Shares

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J. Nicholas
  Bayne

  	
   

  	
  5,250

  	
   

  	
  6/1/2002

  	
   

  
	
  J. Nicholas
  Bayne

  	
   

  	
  5,250

  	
   

  	
  6/1/2003

  	
   

  
	
  J. Nicholas
  Bayne

  	
   

  	
  5,250

  	
   

  	
  6/1/2004

  	
   

  
	
  J. Nicholas
  Bayne

  	
   

  	
  5,250

  	
   

  	
  6/1/2005

  	
   

  
	
  J. Nicholas Bayne

  	
   

  	
  5,250

  	
   

  	
  6/1/2006