2011 Compensation Plan 8K (00962750).DOC

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TABLE OF CONTENTS


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	Page 3

Signatures	Page 5

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements for Certain Officers.

On January 20, 2015 the Board of Directors of Bar Harbor Bankshares (the “Company”), upon the recommendation of the Company’s Compensation Committee, which, among other things, reviews and approves incentive plans for executive officers, approved the 2015 Annual Incentive Plan (the “Plan”) and designated target awards for fiscal year 2015 (calculated as a percentage of base salary) for certain executive officers of the Company and its wholly owned first tier bank and second tier trust company subsidiaries, including the Company’s named executive officers.

The Plan focuses on rewards for the achievement of specific goals that we believe are critical to the growth and profitability of the Company. The principal objectives of the plan are to:

Focus executive attention on key business metrics;

Align compensation with organizational and individual performance;

Encourage teamwork and collaboration across all areas of the Company to drive improved business results;

Motivate and reward the achievement of specific, measurable performance objectives;

Provide competitive total cash compensation;

Provide significant rewards for achieving and exceeding performance results; and

Enable the Company to attract and retain the talent needed to drive success.

In order for the Plan to activate, the Company must achieve a net income trigger. The performance period and Plan operate on a calendar year basis (January 1^st to December 31^st).

The table below summarizes the incentive ranges for the 2015 Plan year as a percentage of base salary payout for the Company’s named executive officers.

2015 Short-Term Incentive Targets

Below Threshold

Threshold

(50% of Target)

Target (100%)

Stretch

(150%) of Target

Curtis S. Simard,

President and CEO

19.00%

38.00%

57.00%

Gerald Shencavitz,

Executive Vice President and CFO

14.00%

28.00%

42.00%

Richard B. Maltz,

Executive Vice President

and Chief Risk Officer

12.50%

25.00%

37.50%

Gregory W. Dalton,

Executive Vice President

Business Banking

12.50%

25.00%

37.50%

Stephen M. Leackfeldt,

Executive Vice President,

Retail Banking and Operations

12.50%

25.00%

37.50%

Plan team performance goals are based on net income and efficiency ratio measures. In addition each participant has two to four individual goals that focus on either departmental or team performance such as lending growth, deposits growth, or asset quality measures. The mix of these goals varies by role.

In addition to the mix of a net income and an efficiency ratio measure, Mr. Simard has an asset quality matrix measure. In addition to the overall team measures, Mr. Shencavitz’s model includes measures based on investment income and investment yield measured against peers. The awards to Messrs. Maltz, Dalton and Leackfeldt include the two team goals along with loan and the asset quality matrix measure. Mr. Dalton and Mr. Leackfeldt have a deposit growth measure and, in addition, Mr. Leackfeldt has a deposit rate measure.

The table below provides guidelines for the allocation of participant’s incentives for each performance component


Position	BHB/Team Performance	Individual Performance
Curtis S. Simard. President & CEO	75%	25%
Gerald Shencavitz, EVP and CFO	70%	30%
Richard B. Maltz, EVP	50%	50%
Gregory W. Dalton, EVP	30%	70%
Stephen M. Leackfeldt, EVP	55%	45%

The Company has developed the Plan based on existing business, market and economic conditions. If substantial changes occur that affect these conditions, the Company may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time. The Compensation Committee may, at its sole discretion, waive, change or amend the Plan, as it deems appropriate.

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.


	BAR HARBOR BANKSHARES (Registrant)


By:	/s/ Marsha C. Sawyer
	Name: Marsha C. Sawyer
	Title: Corporate Clerk