-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDgbAvoqbSngVIExeCuHMbF/fcITycaOtRdBS8dPRJiXcGQIM7iS68wSqIIWhdH9 H3EeQjf+AoWuHQ3DDspvTQ== 0000927016-01-502749.txt : 20010830 0000927016-01-502749.hdr.sgml : 20010830 ACCESSION NUMBER: 0000927016-01-502749 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010829 EFFECTIVENESS DATE: 20010829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMDEN NATIONAL CORP CENTRAL INDEX KEY: 0000750686 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 010413282 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68598 FILM NUMBER: 1726894 BUSINESS ADDRESS: STREET 1: TWO ELM ST CITY: CAMDEN STATE: ME ZIP: 04843 BUSINESS PHONE: 2072368821 MAIL ADDRESS: STREET 1: 2 ELM ST CITY: CAMDEN STATE: ME ZIP: 04843 S-8 1 ds8.txt FORM S-8, 1993 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on August 29, 2001 Registration Statement No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- CAMDEN NATIONAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Maine 01-0413282 (State of Incorporation) (I.R.S. Employer Identification #) Two Elm Street Camden, Maine 04843 (207) 236-8821 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Camden National Corporation 1993 Stock Option Plan (Full Title of the Plan) --------------------------- Robert W. Daigle President and C.E.O. Camden National Corporation Two Elm Street Camden, Maine 04843 (207) 236-8821 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: William Pratt Mayer, Esq. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000 --------------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of Being Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee Share(2) Price(2) - ------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 110,232 $18.75 $1,591,407 $397.85 ==================================================================================================================
(1) This Registration Statement covers 110,232 shares authorized to be offered under the 1993 Stock Option Plan, including 98,500 shares represented by options previously issued. In addition, pursuant to Rule 416, this Registration Statement includes such indeterminate number of shares as may be issued in the event of a stock dividend, stock split, split-up, recapitalization or other similar event. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon (a) for shares subject to outstanding options granted under the 1993 Stock Option Plan (pursuant to Rule 457(h), the weighted average exercise price for such outstanding options, or (b) for shares available for future grant under the Company's 1993 Stock Option Plan, the average of the high and low prices of the Company's Common Stock on August 24, 2001 as reported on the American Stock Exchange (pursuant to Rule 457 (c) under the Act). - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- Camden National Corporation ("Camden") hereby incorporates by reference the following documents which have been previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Annual Report filed on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on April 2, 2001 pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) Camden's Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the Commission on May 15, 2001, and for the fiscal quarter ended June 30, 2001, filed with the Commission on August 10, 2001. (c) The description of Camden's Common Stock contained in its Registration Statement on Form 8-A, filed with the Commission on August 1, 1997 under Section 12 of the Exchange Act and any amendments or reports filed for the purpose of updating such description. In addition, all documents subsequently filed with the Commission by Camden pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Maine Business Corporation Act ("MBCA") permits a corporation to indemnify any of its directors and officers who was or is a party, or is threatened to be made party, to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding; provided, however that no indemnification shall be provided for any director or officer with respect to any matter as to which such person shall have been finally adjudicated: (1) not to have acted honestly or in the reasonable belief that such person's conduct was in or not opposed to the best interests of the corporation or its shareholders, or (2) with respect to any criminal action or proceeding, to have had reasonable cause to believe that such person's conduct was unlawful. Notwithstanding the foregoing, a corporation has no power to indemnify a director or officer if such person was adjudged liable to the corporation in a proceeding by or in the right of a corporation unless the court in such action shall determine that, in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. As permitted by the MBCA, Camden's bylaws provide that Camden shall indemnify its directors and officers, including the advancement of expenses. In addition, Camden's bylaws contain the procedures pursuant to which such indemnification is effectuated. As permitted by the MBCA, Camden maintains directors and officers liability insurance in amounts and on terms which Camden's Board of Directors deems reasonable. In the ordinary course of business, Camden's Board of Directors regularly reviews the scope and adequacy of such insurance coverage. Item 7. Exemption from Registration Claimed. ----------------------------------- There are no restricted securities being reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits. -------- (a) The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. Exhibit - ------- 5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered. 23.1 Consent of Berry, Dunn, McNeil and Parker. 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on the signature page hereto). 99.1 1993 Stock Option Plan. 99.2 Amendment No.1 to 1993 Stock Option Plan. Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Camden pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Camden's Annual Report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Camden pursuant to the foregoing provisions, or otherwise, Camden has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Camden of expenses incurred or paid by a director, officer or controlling person of Camden in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Camden will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Camden National Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement (the "Registration Statement") to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camden, Maine, on this 28th day of August 2001. Camden National Corporation By: /s/ Robert W. Daigle ---------------------- Robert W. Daigle President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below hereby severally constitutes and appoints Robert W. Daigle, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or substitutes of any of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Rendle A. Jones Chairman of the Board August 28, 2001 - -------------------------- Rendle A. Jones /s/ Robert W. Daigle President and August 28,2001 - -------------------------- Rendle A. Jones Chief Executive Officer (Principal Executive Officer) /s/ Gregory A. Dufour Senior Vice President - Finance August 28, 2001 - -------------------------- Gregory A. Dufour (Principal Financial and Accounting Officer) /s/ Ann W. Bresnahan Director August 28, 2001 - -------------------------- Ann W. Bresnahan /s/ Robert J. Campbell Director August 28, 2001 - -------------------------- Robert J. Campbell /s/ Robert J. Gagnon Director August 28, 2001 - -------------------------- Robert J. Gagnon
/s/ Johann H. Gouws Director August 28, 2001 - -------------------------- Johann H. Gouws /s/ Ward I. Graffam Director August 28, 2001 - -------------------------- Ward I. Graffam /s/ John W. Holmes Director August 28, 2001 - -------------------------- John W. Holmes /s/ Theodore C. Johanson - -------------------------- Director August 28, 2001 Theodore C. Johanson /s/ Winfield F. Robinson Director August 28, 2001 - -------------------------- Winfield F. Robinson /s/ Richard N. Simoneau Director August 28, 2001 - -------------------------- Richard N. Simoneau /s/ Arthur E. Strout Director August 28, 2001 - -------------------------- Arthur E. Strout
EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered. 23.1 Consent of Berry, Dunn, McNeil and Parker 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on the signature page hereto). 99.1 1993 Stock Option Plan. 99.2 Amendment No.1 to 1993 Stock Option Plan. EX-5.1 3 dex51.txt OPINION OF GOODWIN, PROCTER LLP EXHIBIT 5.1 [GOODWIN PROCTER LLP LETTERHEAD] August 23, 2001 Camden National Corporation Two Elm Street Camden, Maine 04843 Ladies and Gentlemen: We have acted as special counsel to Camden National Corporation, a Maine corporation (the "Company") in connection with a Registration Statement on Form S-8 which was filed by the Company under the Securities Act of 1933, as amended, (the "Registration Statement"), and which registers 110,232 shares of the Common Stock, no par value, of the Company (the "Shares") to be issued pursuant to the 1993 Stock Option Plan, as amended (the "Plan"). In that capacity, we have reviewed the articles of incorporation and by-laws of the Company, the Registration Statement, the corporate action taken by the Company that provides for the issuance or delivery of the Shares to be issued or delivered pursuant to the Plan and such other materials and matters as we have deemed necessary for the issuance of this opinion. The opinion expressed below is limited to Massachusetts law. In this regard we note that the issuance of the Shares is a matter governed by Maine law. We are rendering the opinion expressed below, with your permission and consent, as though the issuance of Shares was a matter governed by the internal laws of the Commonwealth of Massachusetts. Based upon the foregoing, we are of the opinion that the Shares have been duly and validly authorized and upon issuance, delivery and receipt of full consideration therefor as contemplated in the Registration Statement, will be, validly issued, fully paid, and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm and to our opinion in the Registration Statement. Very truly yours, Goodwin Procter LLP EX-23.1 4 dex231.txt CONSENT OF BERRY, DUNN, MCNEIL & PARKER LLP Exhibit 23.1 Consent of Independent Public Accountants We consent to the incorporation by reference in this Registration Statement on Form S-8 of Camden National Corporation, dated August 29, 2001, of our report dated January 24, 2001, which report appears in the annual report on Form 10-K of Camden National Corporation for the year ended December 31, 2000, and to the reference to our firm under the heading "Experts" in the Registration Statement. Sincerely, Berry, Dunn, McNeil & Parker Portland, Maine EX-99.1 5 dex991.txt 1993 STOCK OPTION PLAN EXHIBIT 99.1 CAMDEN NATIONAL CORPORATION 1993 STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to provide certain key employees of ------- Camden National Corporation and its Subsidiaries with an additional incentive to contribute to the success of the Corporation. 2. Definitions. As used in this Plan, the following words and phrases, ----------- wherever capitalized, shall have the following meanings, respectively, unless the context clearly indicates that a different meaning is intended: (a) "Board" shall mean the Board of Directors of the Corporation. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean common stock, no par value, of the Corporation. (d) "Committee" shall mean the committee referred to in Section 3 which shall have the authority to control and manage the administration of the Plan. (e) "Corporation" shall mean Camden National Corporation. (f) "Employee" shall mean any person who is employed by the Corporation or any Subsidiary and who is, in the judgment of the Committee, a key employee. (g) "Option" shall mean a stock option granted under the Plan. (h) "Option Agreement" shall mean a written instrument executed by the Committee and the Optionee which specifies the terms and restrictions of an Option. (i) "Optionee" shall mean an Employee who is granted an Option. (j) "Parent" shall mean a parent corporation within the meaning of Subsection 424(e) and (g) of the Code. (k) "Plan" shall mean the 1993 Camden National Corporation Stock Option Plan. (l) "Share" shall mean a share of Common Stock of the Corporation, as adjusted in accordance with Section 7. (m) "Subsidiary" shall mean a subsidiary corporation within the meaning of Subsections 424(f) and (g) of the code. 3. Administration. -------------- (a) Committee Members. The Plan shall be administered by a committee ----------------- comprised of all the members of the Board who are not employees of the Corporation or any Subsidiary. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. Any member may participate in a meeting of the Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Further, any action of the Committee may be taken without a meeting if all the members of the committee sign written consents, setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. (b) Powers. The Committee shall have the power and authority to ------ administer the Plan, including the following powers and authority which shall be exercised in accordance with the terms of the Plan: (i) to determine the Employees to whom Options shall be granted; (ii) to determine the time or times at which Options shall be granted; (iii) to determine the number of Shares to be represented by each Option; (iv) to determine the terms and restrictions of each Option; (v) to make adjustments in accordance with Section 7; (vi) to prescribe, amend and rescind rules and regulations to the Plan; and (vii) to interpret the Plan and make all other determinations deemed necessary or advisable for the administration of the Plan. (c) Signatures. The Committee may authorize any member thereof to ---------- execute all instruments required in the administration of the Plan, including but not limited to Option Agreements to effectuate the granting of Options. 4. Shares Available. Subject to the provisions of Section 7, Three Thousand ---------------- (3,000) Shares may be issued pursuant to Options granted under the Plan. In the event that an Option expires or terminates for any reason without having been exercised in full, the Shares subject to but not issued under such Option shall, unless the Plan shall have been terminated, become available for other Options. 5. Granting of Options. ------------------- (a) Eligibility. The Committee may, from time to time, grant Options to ----------- one or more Employees. An Employee who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options before exercising a prior Option. The Committee shall grant Options only within ten (10) years from the date the Plan is adopted or the date the Plan is approved by the shareholders of the Corporation, whichever is earlier. (b) Option Agreement. Each Option shall be evidenced by an Option ---------------- Agreement which shall be signed by a member of the Committee and the Optionee. Each Option Agreement shall incorporate the terms and restrictions of the Plan and such additional terms and restrictions not inconsistent therewith as determined by the Committee and shall indicate that the Option will not be treated as an incentive stock option under Section 422 of the Code. Upon acceptance of an Option Agreement, the Optionee shall be bound by the terms and restrictions of the Plan and of the Option Agreement. (c) Term of Option. Unless sooner terminated, each Option shall expire -------------- not later than ten (10) years from the date such Option is granted. (d) Option Price. The option price for Shares to be issued under any ------------- Option shall not be less than one hundred percent (100%) of the fair market value of such Shares on the date the Option is granted. (e) Non-Transferability of Options. Options may not be sold, pledged, ------------------------------ assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. 6. Exercise of Options. ------------------- (a) Manner of Exercise. Options granted under the Plan shall be ------------------ exercisable at such times under such circumstances as shall be permissible under the terms of the Plan and the Option Agreements. An Option shall be deemed to be exercised when written notice of such exercise has been given by the Optionee to the Corporation in accordance with terms of the Option Agreement and full payment for the Shares with respect to which the Option is exercised has been received by the Corporation. Payment shall be made by certified check, transfer of Shares, or a combination thereof. (b) Involuntary Termination of Employment for Other than Good Cause. In --------------------------------------------------------------- the event an Optionee ceases to be employed by the Corporation, a Parent, or any Subsidiary, and is no longer employed by any of them, for any reason other than voluntary termination, involuntary termination for good cause, death or disability, all outstanding Options granted to such Optionee shall automatically expire three (3) months after the date the Optionee's employment ceases or on the expiration date provided in the applicable Option Agreement, whichever is earlier. (c) Voluntary Termination of Employment. In the event an Optionee ----------------------------------- voluntarily terminates employment with the Corporation, a Parent, or any Subsidiary and is no longer employed by any of them, all outstanding Options granted to such Optionee shall automatically expire on the date his or her employment terminates. (d) Involuntary Termination of Employment for Good Cause. In the event ---------------------------------------------------- an Optionee's employment with the Corporation, a Parent, or any Subsidiary is terminated for good cause and he or she is no longer employed by any of them, all outstanding Options granted to such Optionee shall automatically expire on the date his or her employment terminates. For purposes of this Plan, "good cause" shall mean: (i) Conviction of the Optionee of a crime which is punishable as a felony; and (ii) An Optionee's willful breach of a material duty of his or her employment and his or her failure to cure such breach within thirty (30) days after receiving written notice thereof from the Board. (e) Disabled Optionee. In the event an Optionee ceases to be employed by ----------------- the Corporation, a Parent, or any Subsidiary by reason of disability and is no longer employed by any of them, all outstanding Options granted to such Optionee shall automatically expire one (1) year after the date such Optionee's employment ceases or on the expiration date provided in the applicable Option Agreement, whichever is earlier. For purposes of this Plan, "disability" means an Optionee's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. An Optionee shall furnish proof of disability in such form and manner and at such times as the Committee may require. (f) Death of Optionee. In the event an Optionee dies while in the employ ----------------- of the Corporation, a Parent, or any Subsidiary, then to the extent the Optionee would have been entitled to exercise an Option immediately prior to his or her death, such Option may be exercised by the estate of such Optionee or by such person or persons to whom such Optionee's rights pass by will or by the laws of descent and distribution at any time prior to the expiration date provided in the applicable Option agreement or within one (1) year after the death of the Optionee, whichever is earlier. 7. Adjustments. If there is any change in the Common Stock of the ----------- corporation through the declaration of stock dividends, through recapitalization resulting in stock splits, or combinations or exchanges of shares or otherwise, the Committee shall make appropriate adjustments to the number of Shares available for Option and the Option Price and number of Shares subject to Options. 8. Amendment and Termination. ------------------------- (a) Amendment. The Board, without further approval of the shareholders --------- of the Corporation, may amend the Plan from time to time in such respects as the Board may deem advisable, provided that no amendment shall become effective prior to approval by the shareholders of the Corporation which: (i) increases the maximum number of shares for which Options may be granted; or (ii) modifies the class of Employees eligible to participate in the Plan. (b) Termination. The Board, without further approval of the shareholders ----------- of the Corporation, may at any time terminate the Plan. (c) Effect of Amendment or Termination. Any such amendment or ---------------------------------- termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if the Plan had not been amended or terminated. 9. Effective Date of Plan. The Plan shall be effective upon its adoption by ----------------------- the Board or its approval by the shareholders of the Corporation, whichever is later. 10. Miscellaneous. ------------- (a) Employment. The granting of an Option to an Employee shall not give ---------- the Employee any right to be retained in the employ of the Corporation or any Subsidiary. (b) Headings. Paragraph headings are included solely for convenience and -------- shall in no event affect, or be used in connection with, the interpretation of the Plan. EX-99.2 6 dex992.txt AMENDMENT NO. 1 TO 1993 STOCK OPTION PLAN EXHIBIT 99.2 FIRST AMENDMENT TO CAMDEN NATIONAL CORPORATION 1993 STOCK OPTION PLAN 1. Purpose. At the 1993 annual meeting of shareholders of Camden National ------- Corporation, the shareholders approved the Camden National Corporation 1993 Stock Option Plan (the "Plan"). Under the terms of the Plan, Three Thousand (3,000) shares of the Corporation's common stock, no par value, were available to be issued pursuant to Options granted under the Plan. The number of shares was increased in 1993 to Ninety Thousand (90,000) shares to reflect a 30-for 1 stock split. At the annual meeting of shareholders of the Corporation, the shareholders approved an amendment to the Plan to increase the number of shares available to be issued pursuant to Options granted under the Plan from Ninety Thousand (90,000) shares to One Hundred and Forty Thousand (140,000) shares. The purpose of this Amendment is to modify the terms of the Plan to reflect the increase in the number of said shares. 2. Definitions. The terms used in this Amendment shall have the same ----------- meaning as when used Plan unless the context clearly indicates that a different meaning is intended: 3. Amended Provision. Section 5 of the Plan is hereby amended to read as ----------------- follows: "Shares Available. Subject to the provisions of Section 7, One Hundred and ---------------- Forty Thousand (140,000) Shares may be issued pursuant to Options granted under the Plan. In the event that an Option expires or terminates for any reason without having been exercised in full, the Shares subject to but not issued under such Option shall, unless the Plan shall have been terminated, become available for other Options." 4. Effective Date of Amendment. This Amendment shall be effective May 7, --------------------------- 1996. -----END PRIVACY-ENHANCED MESSAGE-----