Unassociated Document
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): July 2, 2009
Camden
National Corporation
(Exact
name of registrant as specified in its charter)
Maine
|
|
01-28190
|
|
01-0413282
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
Two
Elm Street, Camden, Maine
|
|
04843
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (207) 236-8821
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On June
30, 2009, the Board of Directors of Camden National Corporation (the “Company”)
approved the 2009 – 2011 Long-Term Performance Share Plan (or Long-Term
Incentive Plan, “LTIP”). Pursuant to the LTIP certain executive
officers of the Company, including Gregory A. Dufour, President and Chief
Executive Officer; Joanne T. Campbell, Senior Vice President, Risk Management;
Peter F. Greene, Senior Vice President, Operations; Deborah A. Jordan, Senior
Vice President and Chief Financial Officer; Timothy P. Nightingale, Senior Vice
President and Senior Lending Officer; and June B. Parent, Senior Vice President
and Senior Retail Sales Manager are eligible to receive equity compensation
based on the attainment of certain performance goals set forth in the
plan.
Performance
goals under the 2009-2011 LTIP include specific revenue growth goals for
threshold, above threshold, target, above target and superior levels of
performance, and a minimum level of performance for the Company’s ratio of
non-interest expenses to revenues for the three-year period ending
December 31, 2011.
Each
participating executive has a predetermined “target award,” which is reflected
as a percentage of his or her base salary at the beginning of the long-term
performance period. At the end of each long-term performance period,
if both performance measures are met, then each participant shall receive an
award in accordance with the performance level, paid in Company
shares. Actual awards can range in value from 25% of the target
award, when performance is at the threshold level, to 200% of the target award
when performance is at the superior level. The conversion of dollar
amounts into shares will be based on the market value of a share on the first
day of the relevant long-term performance period.
The
foregoing description is qualified in its entirety by reference to the LTIP, a
copy of which is attached hereto as Exhibit 10.17 and incorporated herein by
reference.
Item 9.01
|
Financial
Statements and Exhibits.
|
(d)
|
The
following exhibit is filed with this
Report:
|
|
Exhibit No.
|
|
Description
|
|
10.17
|
|
Amended
and Restated Long-Term Performance
Plan
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
July 2, 2009
|
CAMDEN
NATIONAL CORPORATION
|
|
|
(Registrant)
|
|
|
By:
|
/s/
DEBORAH A. JORDAN |
|
|
|
Deborah
A. Jordan
|
|
|
|
Chief
Financial Officer and Principal
|
|
|
|
Financial
& Accounting Officer
|
|