Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 2.00M
9: EX-10.10 Material Contract HTML 44K
10: EX-10.11 Material Contract HTML 48K
2: EX-10.3 Material Contract HTML 34K
3: EX-10.4 Material Contract HTML 61K
4: EX-10.5 Material Contract HTML 33K
5: EX-10.6 Material Contract HTML 37K
6: EX-10.7 Material Contract HTML 42K
7: EX-10.8 Material Contract HTML 37K
8: EX-10.9 Material Contract HTML 39K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
20: R1 Cover HTML 80K
21: R2 Consolidated Statements of Condition (Current HTML 147K
Period Unaudited)
22: R3 Consolidated Statements of Condition (Current HTML 42K
Period Unaudited) (Parenthetical)
23: R4 Consolidated Statements of Income (Unaudited) HTML 148K
24: R5 Consolidated Statements of Comprehensive Income HTML 57K
(Unaudited)
25: R6 Consolidated Statements of Changes in HTML 72K
Shareholders' Equity (Unaudited)
26: R7 Consolidated Statements of Changes in HTML 29K
Shareholders' Equity (Unaudited) (Parenthetical)
27: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 130K
28: R9 Basis of Presentation HTML 66K
29: R10 Recent Accounting Pronouncements HTML 42K
30: R11 Investments HTML 167K
31: R12 Loans and Allowance for Credit Losses on Loans HTML 602K
32: R13 Borrowings HTML 40K
33: R14 Repurchase Agreements HTML 40K
34: R15 Commitments and Contingencies Commitments and HTML 41K
Contingencies
35: R16 Derivatives and Hedging HTML 168K
36: R17 Balance Sheet Offsetting HTML 96K
37: R18 Regulatory Capital Requirements HTML 77K
38: R19 Other Comprehensive Income (Loss) Other HTML 104K
Comprehensive Income (Loss)
39: R20 Revenue From Contracts With Customers Revenue From HTML 48K
Contracs With Customers
40: R21 Employee Benefit Plans HTML 54K
41: R22 Eps HTML 51K
42: R23 Fair Value Measurement and Disclosure HTML 214K
43: R24 Recent Accounting Pronouncements (Policies) HTML 32K
44: R25 Investments (Tables) HTML 166K
45: R26 Loans and Allowance for Credit Losses on Loans HTML 583K
(Tables)
46: R27 Borrowings (Tables) HTML 35K
47: R28 Repurchase Agreements (Tables) HTML 39K
48: R29 Commitments and Contingencies Commitments and HTML 34K
Contingencies (Tables)
49: R30 Derivatives and Hedging (Tables) HTML 164K
50: R31 Balance Sheet Offsetting (Tables) HTML 166K
51: R32 Regulatory Capital Requirements (Tables) HTML 70K
52: R33 Other Comprehensive Income (Loss) Other HTML 98K
Comprehensive Income (Loss) (Tables)
53: R34 Revenue From Contracts With Customers (Tables) HTML 44K
54: R35 Employee Benefit Plans (Tables) HTML 50K
55: R36 Eps (Tables) HTML 49K
56: R37 Fair Value Measurement and Disclosure (Tables) HTML 203K
57: R38 Investments (Narrative) (Detail) HTML 53K
58: R39 Investments (Summary of Amortized Costs and HTML 57K
Estimated Fair Values of Available-For-Sale
Securities) (Details)
59: R40 Investments (Schedule of Unrealized Gross Losses HTML 73K
and Estimated Fair values of Investment
Securities) (Details)
60: R41 Investments (Schedule of Amortized Cost and HTML 67K
Estimated Fair Values of Debt Securities by
Contractual Maturity) (Details)
61: R42 Investments (Summary of Amortized Cost and Fair HTML 41K
Value of Held to Maturity Securities) (Details)
62: R43 Investments (Amortized Cost and Fair Values of HTM HTML 59K
Securities by Contractual Maturity) (Details)
63: R44 Investments (Schedule of Amortized Cost and Fair HTML 33K
Value of Other Investments) (Details)
64: R45 Loans and Allowance for Credit Losses on Loans HTML 156K
(Narrative) (Details)
65: R46 Loans and Allowance for Credit Losses on Loans HTML 53K
(Composition of Loan Portfolio) (Details)
66: R47 Loans and Allowance for Credit Losses on Loans HTML 37K
(Unamortized fair value mark and costs) (Details)
67: R48 Loans and Allowance for Credit Losses on Loans HTML 66K
(Activity in Allowance for Credit Losses on Loans
by Portfolio Segment) (Details)
68: R49 Loans and Allowance for Credit Losses on Loans HTML 200K
(Credit Quality and Origination by Portfolio
Segment Analysis) (Details)
69: R50 Loans and Allowance for Credit Losses on Loans HTML 158K
(Loan Aging Analysis by Portfolio Segment)
(Details)
70: R51 Loans and Allowance for Credit Losses on Loans HTML 66K
(Financing Receivable, Nonaccrual) (Details)
71: R52 Loans and Allowance for Credit Losses on Loans HTML 45K
(Troubled Debt Restructuring Loans) (Details)
72: R53 Loans and Allowance for Credit Losses on Loans HTML 40K
(Troubled Debt Restructuring by Portfolio Segment)
(Details)
73: R54 Borrowings (Details) HTML 39K
74: R55 Repurchase Agreements (Details) HTML 45K
75: R56 Commitments and Contingencies Commitments and HTML 34K
Contingencies (Narrative) (Details)
76: R57 Commitments and Contingencies Commitments and HTML 33K
Contingencies (Summary of Contractual and Notional
Amounts of FInancial Instruments) (Details)
77: R58 Derivatives and Hedging (Narrative) (Details) HTML 39K
78: R59 Derivatives and Hedging (Schedule of derivative HTML 67K
financial instruments) (Details)
79: R60 Derivatives and Hedging (Schedule of cash flow HTML 94K
hedging instruments, location) (Details)
80: R61 Derivatives and Hedging (Schedule of derivatives HTML 40K
effect on OCI) (Details)
81: R62 Balance Sheet Offsetting (Details) HTML 127K
82: R63 REGULATORY CAPITAL REQUIREMENTS Regulatory Capital HTML 45K
Requirements (Narrative) (Details)
83: R64 Regulatory Capital Requirements (Details) HTML 69K
84: R65 Other Comprehensive Income (LOSS) Components of HTML 99K
Other Comprehensive Income (Loss) (Details)
85: R66 Other Comprehensive Income (LOSS) Accumulated HTML 57K
Other Comprehensive Income (Loss) (Details)
86: R67 Revenue From Contracts With Customers (Details) HTML 48K
87: R68 Employee Benefit Plans (Details) HTML 46K
88: R69 Eps (Computation of Basic and Diluted Earnings Per HTML 67K
Share) (Details)
89: R70 Eps (Additional Information) (Details) HTML 34K
90: R71 Fair Value Measurement and Disclosure (Summary of HTML 131K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis) (Details)
91: R72 Fair Value Measurement and Disclosure (Summary of HTML 44K
Assets Measured at Fair Value on Non Recurring
Basis) (Details)
92: R73 Fair Value Measurement and Disclosure (Schedule of HTML 43K
Valuation Methodology and Unobservable Inputs)
(Details)
93: R74 Fair Value Measurement and Disclosure (Schedule of HTML 103K
Carrying Amounts and Estimated Fair Value for
Financial Instrument Assets and Liabilities)
(Details)
96: XML IDEA XML File -- Filing Summary XML 176K
94: XML XBRL Instance -- cac-20220331_htm XML 5.89M
95: EXCEL IDEA Workbook of Financial Reports XLSX 139K
16: EX-101.CAL XBRL Calculations -- cac-20220331_cal XML 256K
17: EX-101.DEF XBRL Definitions -- cac-20220331_def XML 1.06M
18: EX-101.LAB XBRL Labels -- cac-20220331_lab XML 2.08M
19: EX-101.PRE XBRL Presentations -- cac-20220331_pre XML 1.36M
15: EX-101.SCH XBRL Schema -- cac-20220331 XSD 186K
97: JSON XBRL Instance as JSON Data -- MetaLinks 516± 787K
98: ZIP XBRL Zipped Folder -- 0000750686-22-000185-xbrl Zip 510K
PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE CAMDEN NATIONAL CORPORATION SECOND AMENDED AND RESTATED LONG-TERM PERFORMANCE SHARE UNIT PROGRAM
Name of Grantee:
No. of Performance Share Units:
Grant Date:
Long-Term
Performance Period:
Pursuant to the Camden National Corporation Second Amended and Restated Long-Term Performance Share Unit Program (the “Program”), Camden National Corporation (the “Company”) hereby grants, as of the Grant Date set forth above, an award of the target number of Performance Share Units listed above (an “Award”) to the Grantee named above. Each Award (measured at target) shall relate to one share of Common Stock, no par value per share (the “Stock”) of the Company and may pay out below, at or above target, depending on whether achievement of performance
is determined to be at threshold, target or superior performance. Unless otherwise determined by the Compensation Committee (the “Committee”), no amounts will be payable under this Award if performance is determined by the Committee to be below threshold. Capitalized terms in this Award Agreement shall have the meaning specified in the Program or the Plan, unless a different meaning is specified herein.
1.Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Award has vested as provided in Section 2 of this Award Agreement and (ii) shares of Stock have been issued to the Grantee in accordance
with the terms of the Program and this Award Agreement.
2.Vesting of Performance Share Units. The Award shall vest on the Vesting Date so long as the Grantee remains an employee of the Company or a Subsidiary on such Vesting Date; provided, however, that the Award vests only if and to the extent that the pre-established three-year performance targets are achieved as outlined in the Program and set forth on Exhibit A to this Award Agreement. The Vesting Date for the Award is the third anniversary of the Grant Date. If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date.
3.Issuance of
Shares of Stock. As soon as practicable following the Committee’s certification of performance with respect to the Long-Term Performance Period as described in the Program (but in no event later than two and one half months after the Committee’s certification), the Company shall issue to the Grantee the number of shares of Stock based on the level of achievement of the applicable performance measures as contemplated pursuant to Section 2 of this Award Agreement. On such date and thereafter, the Grantee shall have all the rights of a shareholder of the Company with respect to such shares.
4.Effect of Termination of Service.
(a)If
the Grantee’s employment with the Company and its Subsidiaries terminates prior to the satisfaction of the vesting conditions as set forth in Section 2 for any reason, the Award will be forfeited upon such termination of the Grantee’s Service, except as provided in Section 4(b).
(b)Notwithstanding the foregoing:
(i)If the Grantee’s employment with the Company and its Subsidiaries terminates on account of the Grantee’s Retirement, the Grantee’s Award shall be treated in accordance with Section
8 of the Program.
(ii)If a Change of Control shall occur, the Grantee’s Award shall be treated in accordance with Section 6.3 of the Program.
5.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”)
may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider
appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan and Program. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan and the Program, a copy of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. The Grantee
shall, no later than the date as of which the Award first becomes vested or includable in the gross income of the Grantee, as applicable, for Federal income and employment tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. Unless otherwise elected by the Grantee in accordance with the terms of the Plan and approved by the Committee, subject to the Company’s insider trading policy, as in effect from time to time, the Company’s minimum required tax withholding
obligation shall be satisfied in full by the Company withholding from the vested Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.
(d)Section 409A of the Code. This Award is intended to be exempt from the requirements of Section 409A of the Code as a “short-term deferral” within the meaning of Section 409A of the Code and this Award Agreement shall be interpreted and construed consistent with that intent to the maximum extent permissible.
(e)Entire Agreement. This Award Agreement, the Program and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any
prior agreements or understandings with respect thereto.
(f)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.
CAMDEN NATIONAL CORPORATION
By:
______________________________________
Title:
The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated: _________________________
_____________________________________
Grantee’s Signature
-2-
4875-2051-9684 v.4
Exhibit
A
[PLACEHOLDER FOR PERFORMANCE MEASURES AND MATRIX]
Defined Terms
1.1“Index Companies” shall mean the companies included in the SNL Small Cap U.S. Bank Index (a) that are NYSE, NYSE Market and NASDAQ-traded commercial banks and (b) that had assets between $2 billion and $10 billion as of December 31 of the year immediately preceding the commencement of the applicable Performance Measurement Period. If an Index Company becomes bankrupt, delisted or is acquired during the applicable Performance Measurement Period, such Index Company shall be removed for the entire Performance Measurement
Period and will not be replaced.
1.2“Performance Measurement Period” shall mean each Fiscal Year of a Long-Term Performance Period.
1.3“Program” shall mean the Second Amended and Restated Long-Term Performance Share Unit Program, filed with the Commission on [●], 2022.
1.4“Relative Return on Average Equity” shall mean the Company’s ROAE during the Performance Measurement Period compared to the ROAE of the Index Companies during the Performance Measurement Period. Relative performance will be determined
by ranking the Company and the Index Companies according to their respective ROAE, with a rank of #1 for the company with the highest ROAE through the last ranking equal to the total number of companies in the comparison. After this ranking, the percentile ranking of the Company relative to the Index Companies will be determined as follows:
where: “P” represents the percentile ranking which will be rounded, if necessary, to the nearest whole percentile by application
of regular rounding.
“N” represents the number of Index Companies, including the Company.
“R” represents the Company’s numerical ranking among the Index Companies.
For example, if there were 150 Companies in the Index, including the Company, and the Company’s ROAE ranked #14, the percentile ranking would be the 91st percentile (1-(14-1/150).
1.5“Return
on Average Equity” or “ROAE” shall mean, for the Company and each Index Company, for a Long-Term Performance Period or period thereof, the average of (x) such company’s net income for each of the Fiscal Years during such Long-Term Performance Period, divided by (y) such company’s average equity during such Fiscal Year, in each case as reported in such company’s annual reports on Form 10-K for the Fiscal Years included in such Long-Term Performance Period.
1.6 “Tangible Assets” shall mean the Company’s total assets,
less goodwill and other intangible assets.
1.7“Tangible Common Equity” shall mean the Company’s total common shareholders’ equity, adjusted for goodwill and intangible assets- related impairment and/or amortization expense, net of any income tax benefit.
1.8“Tangible Common Equity Ratio” or “TCE Ratio”, for a Long-Term Performance Period or a portion thereof, shall mean the Company’s ratio of Tangible Common Equity to Tangible Assets.