UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 14, 2009
CAMDEN
NATIONAL CORPORATION
(Exact
name of Registrant as specified in charter)
MAINE
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01-28190
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01-0413282
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Two
Elm Street, Camden, Maine
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04843
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(Address
of principal executive offices)
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(Zip
Code)
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(207)
236-8821
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Camden
National Corporation (the “Company” or, in the case of Ms. Parent and Mr.
Nightingale, the Company subsidiary that employs the executive) is party to a
change in control agreement (the “Agreements”), effective April 14, 2009, with
each of the following executive officers, which agreements prescribe certain
severance benefits to be provided to the executives in the event of a change in
control (as defined in the agreements).
Gregory
A. Dufour, President and Chief Executive Officer
Joanne T.
Campbell, Senior Vice President, Risk Management
Peter F.
Greene, Senior Vice President, Senior Bank Services Officer
Deborah
A. Jordan, Senior Vice President and Chief Financial Officer
Timothy
P. Nightingale, Senior Vice President and Senior Lending Officer
June B.
Parent, Senior Vice President and Senior Retail Sales Manager
The
Agreements are designed to promote stability and continuity of executive
management. The Company’s Compensation Committee (the “Committee”)
believes that such change in control agreements are necessary to recruit and
retain talented management. The Committee believes that the interests
of the shareholders will be best served if the interests of the executive
management are aligned with them. Meaning that providing change in
control benefits should encourage executive management to consider the prospect
of a change in control in an objective manner. These protections against
termination without cause in the event of a change in control are frequently
offered by other financial institutions, and the company may be at a competitive
disadvantage in attracting and retaining key employees if it does not offer
similar protection.
The
Agreements provide that if an executive’s employment with the Company is
terminated by the Company without “cause” or by the employee for “good reason”
(as these terms are defined in the applicable Agreement) within two years after
a change in control of the Company, the employee will generally be entitled to
receive the following severance benefits:
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·
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Continuation
of the executive’s annual base salary, as severance pay, over an eighteen
month period (twenty-four months for Mr.
Dufour).
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·
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Continued
medical group health plan coverage for the period the employee receives
severance pay.
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Payment
of the foregoing severance benefits is conditioned upon:
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·
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the
executive’s execution of a release of claims in favor of the
Company,
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·
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compliance
with restrictive covenants regarding confidential information,
and
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·
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noncompetition
and nonsolicitation agreement and business protection for a period of six
months after executive’s termination (one year for Mr.
Dufour).
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Each of
the Agreements described above may be terminated by the Company effective
December 31, 2014 if the Company takes action ninety days prior to that
date. If no such action is taken, each Agreement will automatically
extend the termination date to December 31 of each following year unless action
is taken by the Company to terminate at least ninety days prior to such
termination date.
Item
9.01. Financial
Statements and Exhibits.
(d)
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The
following exhibits are filed with this
Report:
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10.1
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Form
of Change in Control Agreement for chief executive
officer.
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10.2
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Form
of Change in Control Agreement for named executive
officers.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be filed on its behalf by the undersigned
thereunto duly authorized.
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CAMDEN
NATIONAL CORPORATION |
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Date:
April 14, 2009
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By:
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/s/
Deborah A. Jordan |
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Deborah
A. Jordan |
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Chief
Financial Officer and Principal Financial & Accounting
Officer |
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