EMPLOYMENT CONTINUITY AGREEMENT





THIS AGREEMENT is entered into by and between The First National Bank of Bar

Harbor, National Banking Association (the "Bank") and __________________ (the

"Executive"), collectively referred to as "the parties," dated this __ day of

_________, 2000.



WHEREAS, the Bank wishes to assure itself of continuity of management in the

event of any actual or threatened Change in Control of the Bank (as defined

below); and

WHEREAS, the Executive desires to assure himself financial security in the face

of actual or threatened Change in Control of the Bank; and

WHEREAS, this Agreement is not intended to alter the compensation and benefits

that the Executive could reasonably expect in the absence of such a Change in

Control of the Bank,



NOW, THEREFORE, in consideration of the agreements contained herein, the

patties agree as follows:



I. Term of Agreement.

This Agreement shall remain in place for the duration of the Executive's

employment by the Bank or until modified in writing by the parties hereto.



II. Effect of Change in Control.

(a) The Bank agrees that if there is a Change in Control of the Bank and the

Executive is terminated or elects to resign from his position within 30 days

following a Change in Control of the Bank, the Executive shall receive in a

lump sum 299% of his "base amount" within the meaning of Section 280G of the

Internal Revenue Code ("Base Amount") Such amount shall be payable within ten

days after such termination or resignation following a Change in Control of the

Bank,

(b) This Agreement shall terminate if prior to a Change in Control of the Bank,

the Executive resigns, retires, becomes disabled and is unable to perform the

essential functions of his job, dies, or is terminated for any reason other

than in anticipation of or to facilitate a Change in Control of the Bank;

(c) Notwithstanding the foregoing, in no event shall the aggregate amount

payable to the Executive under this Section exceed 299% of the Executive's Base

Amount. The Bank shall reduce the amount payable to the Executive as and to the

extent necessary to ensure that the aggregate amount payable under this Section

shall not exceed 299% of the Executive's Base Amount;

(d) Notwithstanding the foregoing, if the lump sum severance payment under this

Section, either alone or together with other payments which the Executive has a

right to receive from the Bank, would constitute a "parachute payment" (as

defined in Section 280G of the Internal Revenue Code of 1986, as amended (the

"Code")), such lump sum severance payment shall be reduced to the largest

amount as will result in no portion of the lump sum severance payment under

this Section being subject to the excise tax imposed by Section 4999 of the

Code. The determination of any reduction in the lump sum severance payment

under this Section shall be made by independent counsel to the Bank in

consultation with the independent certified public accountants of the Bank;

(e) If Executive is removed from office and/or permanently prohibited from

participating in the conduct of the Bank's affairs pursuant to an order issued

by the FDIC or the OCC, all obligations of the Bank under this Agreement shall

terminate, as of the effective date of the order', but rights of the Executive

to compensation earned as of the date of termination shall not be affected;

(f) All obligations under this Agreement may be terminated: (1) by the FDIC or

the OCC pursuant to their valid statutory or regulatory authority, or (2) by

the Bank when such obligation would constitute a "golden parachute payment"

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC