Exhibit
10(d)


Maine & Maritimes
Corporation


EMPLOYEE RETENTION
AGREEMENT


THIS EMPLOYEE RETENTION
AGREEMENT dated as of               
,             (this “Agreement”)
is entered into between Maine & Maritimes Corporation, a Maine corporation
(the “Company”), and [insert name of executive]
(the “Executive”) (the Company and Executive are sometimes referred to as
“Party” or collectively “Parties”).


 


RECITALS


WHEREAS, the Executive,
has been employed by the Company in a management capacity for
approximately     years and is now its [title];
and


 


WHEREAS, the Board of
Directors of the Company has determined this Agreement to be in the best
interests of the stockholders of the Company, in order to encourage the
attention and dedication of the Executive to his assigned duties with the
Company without distraction in connection with potentially disruptive
circumstances arising from the possibility of a Change in Control (as defined
herein) or certain other events specified in this Agreement;


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties, the Company and the Executive agree as follows:


 


Section 1.               Certain
Definitions


As used herein, the following terms have the indicated
meanings:


(1)           “Cause” for termination by the Company of
the Executive’s employment shall mean (i) the willful and continued failure by
the Executive to substantially perform his duties with the Company after a
written notice is delivered to the Executive by the Company, which notice
specifically identifies the manner in which the Company believes that the
Executive has not substantially performed the Executive’s duties; or (ii) the
willful engaging by the Executive in gross misconduct that is injurious to the
Company, monetarily or otherwise (including, without limitation, the Executive’s
conviction, by a court of competent jurisdiction, of a crime adversely
reflecting on the Executive’s honesty, trustworthiness or fitness to carry out
the responsibilities of his position with the Company).  An act, or failure to act, on the Executive’s
part shall be deemed “willful” where such act is done, or not done, by the
Executive: (i) in the absence of good faith; or (ii) without a reasonable
belief that the Executive’s act, or failure to act, was in the best interest of
the Company.


(2)           For
the purpose of this definition (“Change in Control”)
only, the term “Company,” first defined above, shall also be defined to include
Maine Public Service Company in addition to its parent, Maine & Maritime
Corporation.  A “Change in Control” shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:









 



(a)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportion as their ownership of stock of the
Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended), directly or indirectly,
of securities of the Company representing fifty percent or more of the combined
voting power of the Company’s then-outstanding voting securities;


(b)           a
change in the composition of the Board of Directors of the Company, as a result
of which fewer than a majority of the directors are persons who either
(A) are directors of the Company as of the date hereof or (B) were elected
after nomination by a majority of the directors of the Company on the date
hereof and directors so elected previously;


(c)           any
merger or consolidation of the Company, approved by the stockholders of the
Company, with any other corporation; other than:


(A)          any
such merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior to the merger or consolidation,
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) more than fifty
percent of the combined voting power of the voting securities (entitled to vote
generally for the election of directors) of the Company or such surviving or
parent entity outstanding immediately after such merger or consolidation, or
subsequently at any time as contemplated by or as a result of, such merger or
consolidation; or


(B)           any
such merger or consolidation where such merger or consolidation is effected to
implement a recapitalization or reincorporation of the Company (or similar
transaction) in which no “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) acquires fifty
percent or more of the combined voting power of the Company’s then-outstanding
voting securities;


(d)           any
merger or consolidation of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company’s
stock, would be converted into cash, securities or other property; other than a merger or consolidation of the Company in which
the stockholders of the Company immediately prior to the merger or
consolidation have substantially the same proportionate ownership and voting
control of the surviving corporation or parent entity immediately after the
merger or consolidation;


(e)           except
as described in paragraph    , below, the Company ceases to be a
reporting company pursuant to Section 13 (a) of the Securities Exchange Act of
1934 as amended, or any similar successor provision;


(f)            the
number of the Company’s Outside Directors, as defined below, is decreased by
more than fifty percent in any twenty-five month period or the number of the
Company’s directors increased in such a manner that the Outside Directors
constitute less than a majority of the Board;


(g)           the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale, lease, exchange, liquidation, disposition
or other transfer (in one transaction or a series of transactions) by the
Company of all or substantially all of the Company’s assets (or any transaction
having a similar effect).









 



(h)           further,
a “Change in Control” shall not be deemed to occur if the conditions set forth in any
one of the following sub-paragraphs shall have been satisfied:


(A)
a merger, consolidation or reorganization of the Company if, upon consummation
of such transaction all of the outstanding voting stock of the Company is
owned, directly or indirectly, by a holding company, and the holders of the
Company’s common stock immediately prior to the transaction have substantially
the same proportionate ownership and voting control of the holding company.


(3)           “Good Reason” for termination by the
Executive of the Executive’s employment shall mean the occurrence of any one of
the following acts unless such act is corrected prior to the Termination Date
specified in the Termination Notice given in respect thereof or, in the case of
paragraph (d) below, such act is not objected to in writing by the Executive
within four months after notification by the Company to the Executive of the
Company’s intention to take the action contemplated by such paragraph (d):


(a)           the
assignment of duties to the Executive which:


(i)                                   are
materially different from his duties immediately prior to the Change in
Control, or


(ii)                                  result
in his having significantly less authority or responsibility than he had prior
to the Change in Control;


(b)           the
Executive’s removal from, or any failure to re-elect him to, any position he
held immediately prior to the Change in Control;


(c)           a
reduction of the Executive’s annual base salary in effect on the date of the
Change in Control or as the same may be increased from time to time thereafter;


(d)           the
Company’s transferring or assigning the Executive to a place of employment more
than one hundred miles from Presque Isle, Maine, except where: (1) such transfer
or assignment is to a subsidiary or affiliate entity location, consistent with
the Executive’s duties; and (2) in connection with required business travel to
an extent substantially consistent with the Executive’s business travel
obligations immediately prior to the Change in Control;


(e)           the
Company’s failure to provide the Executive with substantially the same health,
life and other employee benefit plans, programs and arrangements (specifically
including the Company’s compensation and incentive plans, as the same may be
amended in the future), and substantially the same perquisites of employment,
as provided to him immediately prior to the Change in Control or as the same
may be increased thereafter;


(f)            the
Company’s failure to provide the Executive with substantially the same support
staff as provided to him immediately prior to the Change in Control; or


(g)           the
Company’s failure to increase the Executive’s salary, employee benefits or
perquisites of employment in a manner or amount commensurate with increases
provided to the Company’s other executive officers.


(4)           “Outside Directors” an “Outside Director”
as of a given date, shall mean a member of the Company’s board of  directors who has been a director of the Company
throughout the six month









 



period prior to such date
and who has not been an employee of the Company at any time during such six
month period.


(5)           “Termination Date” shall have the meaning
stated in Section 2(2).


(6)           “Termination Notice” shall have the meaning
stated in Section 2(1).


Section 2.               Termination
Procedures


(1)           Termination
Notice.   Any purported termination
of the Executive’s employment (other than by reason of death or at will
termination) shall be communicated by a written notice of the terminating party
(a “Termination Notice”) in accordance with Section 6(2).


(2)           Termination
Date.  “Termination Date” shall mean
the date as of which the Executive’s employment is to terminate as specified in
the Termination Notice, which, in the case of a termination by the Company
otherwise than for Cause, may be the same date of the Termination Notice and,
in the case of a termination by the Executive, shall not be less than fourteen
days nor more than sixty days, respectively, from the date the Termination
Notice is given, unless otherwise agreed to by the parties.


Section 3.               Benefits
Upon Certain Terminations


(1)           General.  If a Change of Control occurs and, within
one year following the occurrence of such Change of Control (i) the Company
terminates the Executive’s employment for any reason other than for Cause, or
(ii) the Executive terminates his employment for Good Reason, then in lieu of
any further salary payments to the Executive for periods subsequent to the
Termination Date, the Company shall provide the Executive with the following:


(a)            Within
thirty business days after the Termination Date, a lump sum cash payment equal
to the sum of: (i) one hundred percent (X00%) of the Executive’s annual base
salary in effect upon the Change in Control or the date of the Termination
Notice, whichever is higher, and (ii)      hundred percent
(X00%) of the bonus award the Executive would have received for the year in
which such termination occurs pursuant to the Company’s Incentive Compensation
Plan, assuming that his employment had not terminated and that for such year
all applicable performance goals will be met. 
In the event any portion of this award depends on goals that cannot be
determined until the close of the plan year, then payment of that amount shall
be made within thirty days after the goal has been determined.


(b)           The
continuation of the Executive’s participation and the participation of his
dependants (to the extent they were participating on the date of the
Termination Notice) in the Company’s health, life, disability and other employee
benefit plans, programs and arrangements (excluding the Pension Plan and the
Non-Union Retirement Savings Plan) for a period of twenty-four (24) months
after such termination as if he were still employed during such period;
provided, however, if such participation in any such plan, program or
arrangement is specifically prohibited by the terms thereof, the Company shall
provide the Executive (and his dependants) with benefits substantially similar
to those which he was entitled to receive under such plan, program or
arrangement immediately prior to his termination of employment.  Additionally, at the end of any period of
such coverage, the Executive shall have the right to have assigned to him, for
the cash surrender value thereof, any assignable insurance owned by the Company
on the life of the Executive.  For
purposes of this paragraph 3(b), any employee benefit determined with reference
to the Executive’s compensation or earnings shall be based on his annual base
salary unless otherwise provided under the terms of the applicable employee
benefit plan, program or arrangement.









 



(2)           Death, at will termination.  Notwithstanding
any provision of this Agreement to the contrary, no benefits are payable
hereunder upon the Executive’s death prior to: (1) the involuntary termination
of his employment with the Company for Cause or otherwise, or (2) the voluntary
termination by the Executive of the Executive’s employment with the Company for
Good Reason.  No benefits are payable
hereunder upon the Company’s at will termination of employment for reasons
other than those set forth in this Agreement.


Section 4.               Term
of Agreement


This Agreement initially shall continue in effect
until the third anniversary of the date hereof.


Section 5.               Successors


In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  Failure of the Company
to obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as
the Executive would be entitled to hereunder if the Executive were to terminate
the Executive’s employment for Good Reason, except that, for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Termination Date.


Section 6.               Miscellaneous


(1)           Amendments.  This Agreement may not be amended, modified
or supplemented by the parties hereto in any manner, except by an instrument in
writing signed on behalf of each of the parties hereto.


(2)           Notices.   Any notice, request, instruction or other
document to be given hereunder by any party to the other shall be in writing
and delivered personally or sent by certified mail, postage prepaid, by
facsimile (with receipt confirmed), or by courier service and shall be
effective upon receipt if addressed or sent as follows:


	
   

  	
  To the Company:

  	
  Maine & Maritimes Corporation

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the
  Executive:

  	
  [Insert name and mailing address of Executive]

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
						



 


or to such other address or person as may be
designated in writing by a party, by a notice given to the others as aforesaid.


(3)           No Additional Effect. 
Except as expressly provided herein, nothing contained herein shall be
construed to provide the Executive with any specific period of employment,
right to be retained in the service of the Company or other rights, nor shall
this Agreement be construed to otherwise limit the rights of the Company to
discharge or take other action with respect to the Executive.  The Executive hereby acknowledges that he or
she remains an employee at will of the Company and that any rights of the









 



Executive arising under
this Agreement arise only upon the circumstances specifically set forth in this
Agreement.


(4)           Construction.  The headings in this Agreement are included
only for convenience and shall not affect the meaning or interpretation of this
Agreement.  The words “herein” and “hereof”
and other words of similar import refer to this Agreement as a whole and not to
any particular part of this Agreement. 
The word “including” as used herein shall not be construed so as to
exclude any other thing not referred to or described.  The Outside Directors shall have the
authority to construe and interpret this Agreement on behalf of the Company,
and any such determination by the Outside Directors shall be the conclusive
construction on behalf of the Company.


(5)           Entire
Agreement, Assignability, etc.  This
Agreement (i) constitutes the entire agreement, and supersedes all other prior
agreements, including without limitation prior employee continuity agreements,
and understandings, both written and oral, between the parties with respect to
the subject matter hereof, (ii) is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder, except as
otherwise expressly provided herein, and (iii) shall not be assignable by
operation of law or otherwise.  No
provisions of this Agreement are intended, nor will be interpreted, to provide
or create any third party beneficiary rights or any other rights of any kind in
any person unless specifically provided otherwise herein, and, except as so
provided, all provisions hereof will be personal solely among the parties to
this Agreement.


(6)           Validity.  The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, each of which shall remain in full
force and effect.


(7)           Governing
Law.  This Agreement shall be
governed by the laws of the State of Maine, regardless of the laws that
otherwise might govern under applicable principles of conflicts of laws
thereof.


(8)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but both of which
together shall constitute one and the same instrument.


(9)           Funding.  This
Agreement shall not be construed to create or require the Company to create a
trust or to otherwise act to fund the amounts payable hereunder.


(10)         Limitation on Amount to be Paid.  If payment of any amount under this Agreement
would cause the Executive to be subject to an excise tax pursuant to Section
4999 of the Internal Revenue Code (as amended from time to time) or the
regulations thereunder, then such amount shall not be paid to the extent
necessary to avoid the imposition of such tax. 
The preceding sentence shall apply only if the aggregate amount payable
to the Executive or for his or her benefit under this Agreement, after payment
of such excise tax, would be less than the aggregate amount payable in
accordance with the preceding sentence.


(11)         Arbitration.  The
Parties agree to resolve all disputes arising under this Agreement in
arbitration as follows:


(a)           Any
arbitration under this Agreement, and any related judicial proceeding, shall be
initiated and shall proceed pursuant to the provisions of the Maine Uniform
Arbitration Act (the “Act”) and, to the extent consistent with the Act, the
then prevailing rules of the American Arbitration Association (the “Association”)
for labor and employment contracts.  To
initiate arbitration hereunder, demand shall be given in writing to the
Association and the other Party no later than one year after the









 



claim arises.  Any claim for which such demand is not made
within one year after the claim arises shall be barred and discharged.


(b)           Any
arbitration under this Agreement shall be before a single arbitrator mutually
acceptable to the Parties, and an award in such arbitration may include only
damages which the arbitrator determines to be due under express provisions of
this Agreement.  The arbitrator shall
have no authority to award any other damages including without limitation,
consequential and exemplary damages.  Any
award in arbitration shall be subject to enforcement and appeal pursuant to the
Act.


(c)           The Parties
shall share equally all costs and fees charged by the Association or the
arbitrator.


(12)         Execution of Further Documents.  In the event the Executive receives payments
or benefits pursuant to this Agreement and the Company’s legal counsel deems it
necessary for the Company to receive a release or other acknowledgement the
Executive agrees to execute any such document as may be reasonably required as
a condition of his/her receipt of such payment or benefits.


IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.


 


	
   

  	
  MAINE & MARITIMES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


Employees Who Have
Executed Above Employee Retention Agreement with either MAM or MPS*:


	
  Executive

  	
   

  	
  Effective Date

  
	
  Annette N.
  Arribas, VP, Investor and Exchange Relations and Compliance Officer

  	
   

  	
  12/15/04

  
	
  J. Nicholas
  Bayne President and Chief Executive Officer

  	
   

  	
  07/25/02

  
	
  Brent M. Boyles,
  President of MPS*

  	
   

  	
  09/05/03

  
	
  Patrick C.
  Cannon, VP, General Counsel, Secretary and Clerk*

  	
   

  	
  12/15/04

  
	
  Michael A.
  Eaton, VP, Information and Technology Management*

  	
   

  	
  12/17/04

  
	
  Mark H. Hovey,
  VP, Human Resources and Organizational Development*

  	
   

  	
  12/14/04

  
	
  Kurt A.
  Tornquist, Senior VP Principal Financial Officer and Treasurer

  	
   

  	
  09/05/03

  
	
  Michael I.
  Williams, VP, Chief Financial Officer Treasurer and Assist. Secretary*

  	
   

  	
  12/15/04

  
	
  Thomas N. Yoder,
  VP and Chief Operating Officer of Maricor Technologies

  	
   

  	
  08/12/05

  
	
  Richard F.
  Landry, Principal Financial Officer of The Maricor Group

  	
   

  	
  08/03/05

  
	
  Michael C.
  Gillis, President of The Maricor Group

  	
   

  	
  05/12/06

  
	
  Randi J.
  Arthurs, VP and Controller

  	
   

  	
  05/19/06