Exhibit 10(g)
AMENDED AND RESTATED
BANKNORTH GROUP, INC. 2000 DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS AND KEY EMPLOYEES
ARTICLE ONE - GENERAL
The name of the Plan was originally the Peoples Heritage Financial Group,
Inc. 1998 Deferred Compensation Plan for Non-Employee Directors and Key
Employees (the "Plan"). Pursuant to this Amendment and Restatement, the name of
the Plan is the Banknorth Group, Inc. 2000 Deferred Compensation Plan for
Non-Employee Directors and Key Employees. The purpose of the Plan is to provide
a deferred compensation program for Non-Employee Directors of Banknorth Group,
Inc. ("Banknorth") and affiliates of Banknorth whose inclusion in this Plan has
been approved by Banknorth's Board of Directors (the "Designated Affiliates"),
and certain Key Employees. (Banknorth and the Designated Affiliates are
hereinafter collectively referred to as the "Companies" or individually as the
"Company".)
ARTICLE TWO - ADMINISTRATION
2.01 ADMINISTRATOR.
Subject to Section 6.05, the Plan shall be administered by Banknorth's
Board of Directors (the "Board") or a committee thereof (the Board or committee
is hereinafter referred to as the "Administrator"). The Administrator shall
interpret the Plan, shall prescribe, amend and rescind rules relating to it from
time to time as it deems proper and in the best interests of the Company, and
shall take any other action necessary for the administration of the Plan. Any
decision or interpretation adopted by the Administrator shall be final and
conclusive, and shall be binding upon all Participants.
ARTICLE THREE - PARTICIPATION
3.01 PARTICIPATION.
Any individual who, as of the Effective Date, is (a) a Non-Employee
Director, as defined in Section 3.02(b) below, or (b) a Key Employee, as defined
in Section 3.02(c) below, shall be eligible to become a Participant on the
Effective Date. Any individual who, after the Effective Date, becomes a
Non-Employee Director or a Key Employee shall become eligible on the date
determined by guidelines established by the Administrator. Eligible individuals
who elect to defer Compensation shall be referred to as "Participants".
3.02 KEY DEFINITIONS.
For purposes of the Plan:
(a) "COMPENSATION" (i) when applied to Non-Employee Directors shall mean
annual retainer and meeting fees, if any, for each regular or special meeting
and for any committee meetings attended, and (ii) when applied to Key Employees
shall mean annual base salary and bonus.
(b) "NON-EMPLOYEE DIRECTOR" means a person who is a member of the Board of
Directors of:
(i) Banknorth, or
(ii) a Designated Affiliate
provided such person is not otherwise employed by any of the Companies.
If a Participant who is a Non-Employee Director ceases to be a Non-Employee
Director, but continues to provide advisory or other services to the Company for
a fee or other
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remuneration, the Administrator may determine that such individual shall remain
an active Participant during the period he or she provides such advisory or
other services, or for such shorter period as the Administrator shall determine
(the "Special Service Period"). In such case, (i) the selected Participant shall
be treated, solely for purposes of the Plan, as if he or she continued to be a
"Non-Employee Director," during the Special Service Period, (ii) the
Administrator shall determine the portion of the former Director's ongoing fees
or other remuneration that shall be treated as Compensation hereunder, and (iii)
any reference, either in the Plan or any applicable election under the Plan, to
the cessation of such individual's duties as a Director shall refer instead to
the last day of the Special Service Period.
(c) "KEY EMPLOYEE" means an employee of any of the Companies (i) whose
position is designated at Level 20 or above, or (ii) who deferred compensation
according to the terms and conditions of the Peoples Heritage Financial Group,
Inc. Senior Management Deferred Compensation Plan, as Amended and Restated as of
June 1, 1990.
ARTICLE FOUR - DEFERRAL
4.01 ELECTION.
Subject to the limitations stated below, each Participant shall be given
the opportunity to elect to defer a portion of his or her Compensation to be
earned in a given calendar year (a "Year"). Any such election shall be on a form
provided by the Administrator and, except as provided below, shall be filed in
the Year prior to the Year in which the Compensation is earned. (An election to
defer Compensation as provided herein shall be referred to as a "Deferral
Election" or an "Election".) A Deferral Election shall be effective to defer
compensation for only the single Year to which it relates.
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4.02 LIMIT.
A Non-Employee Director may elect to defer up to one hundred percent (100%)
of his or her Compensation for a Year. A Key Employee may elect to defer up to,
but no more than, twenty-five percent (25%) of his or her base salary for a
Year, and up to one hundred percent (100%) of his or her bonus for a Year.
4.03 IRREVOCABILITY.
Any Deferral Election under this Plan shall be irrevocable.
4.04 SPECIAL RULE.
The Administrator, in its sole discretion, may establish guidelines
enabling Participants to file Deferral Elections with respect to bonus earned in
the same Year as the Election, provided the Election is filed prior to the time
when, in the determination of the Administrator, the amount of such bonus is
determinable.
4.05 MANDATORY BONUS DEFERRALS
From time to time the Company may require the deferral of all or a portion
of bonuses paid to certain members of senior management of Banknorth in order to
comply with provisions of Federal income tax law. If payment of all or a portion
of any bonus earned by a Key Employee is thus deferred by the Company under an
applicable bonus plan, such deferral shall be referred to herein as a "Mandatory
Deferral". A Mandatory Deferral shall be invested and paid according to the
terms of the Deferral Election made with respect to it. Should a Key Employee
who is then a Participant fail to make such an election, the Mandatory Deferral
shall be according to the terms and conditions of his or her most recent
Deferral Election. In all other cases, the Mandatory Deferral shall be treated
as prescribed in ARTICLE FIVE for Deferral Elections that
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fail to state a Payment Commencement Date, a Payment Election or an Investment
Election, as applicable."
ARTICLE FIVE - DEFERRED COMPENSATION
5.01 DEFERRAL PERIOD.
(a) If a Participant makes a Deferral Election, the amount of Compensation
deferred shall be reflected in a Deferral Account, as defined in Section 5.02
below, until the date provided in this Section 5.01 (the "Payment Commencement
Date"). The Payment Commencement Date for a Participant means the date elected
by such Participant, provided that the date elected must be:
(i) the tenth (10th) business day after the date on which such
Participant ceases to be a Non-Employee Director or Key Employee, as
applicable,
(ii) the first business day on or after the fifth anniversary of the
date on which such Participant ceases to be a Non-Employee Director or Key
Employee, as applicable, or
(iii) the first business day on or after such Participant's
sixty-fifth (65th) birthday.
(b) A Participant must make such election (the "Payment Commencement Date
Election") on a form and in the manner prescribed by the Administrator, which
may be the same as the form described in Section 4.01 above. In the absence of a
timely Payment Commencement Date Election, the Payment Commencement Date for
such Participant shall be the date described in Section 5.01(a)(i) above. Once a
Participant's Payment Commencement Date has been established, it shall apply to
all deferred amounts, except as provided in Section 5.01(c) or Section 5.05
below. If a Participant selects a different Payment Commencement Date
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in a subsequent Deferral Election, such change shall be treated as an amendment,
and shall only take effect as provided in Section 5.01(c) below.
(c) A Participant may amend his or her Payment Commencement Date Election
only as permitted by the Administrator, provided: (i) such amendment or Election
shall relate to the Participant's entire Deferral Account; and (ii) unless
otherwise permitted by the Administrator in its discretion, (taking into
consideration the purposes of the Plan) no such amendment or Election shall take
effect until the first anniversary of the date such amendment or Election is
filed.
(d) The Company shall pay to the Participant (or the Participant's
beneficiary in the case of the Participant's death) an amount as described in
Section 5.01(f) below, commencing on the Payment Commencement Date, in
accordance with an election (a "Payment Election") which shall indicate which of
the following payment options the Participant selects: (i) one lump sum payment
within ten (10) business days following the Payment Commencement Date; or (ii)
one hundred twenty (120) monthly installments as described in Section 5.01(f)
below, commencing on the first day of the month next following the month in
which the Payment Commencement Date falls.
(e) A Payment Election shall be made at the same time and shall be subject
to the same provisions as applicable to the Payment Commencement Date Election
under Section 5.01(a), (b) and (c) above. In the absence of a timely Payment
Election, the Administrator shall pay the entire balance of such Participant's
Deferral Account within ten (10) business days following the Payment
Commencement Date.
(f) The amount of any payments to be made under Section 5.01(d) shall be
determined as follows:
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(i) If a Participant's Deferral Account is to be paid in a lump sum,
the amount of such lump sum shall equal the full value of the Participant's
Deferral Account on the last day of the calendar month immediately
preceding the month in which the Payment Commencement Date occurs.
(ii) If a Participant's Deferral Account is to be paid in
installments, the amount of each installment shall be determined as
follows:
(A) With respect to the Participant's Company Stock Account, each
installment shall reflect a pro-rata portion of the Participant's
"Stock Units", as defined in Section 5.03(a) below, credited to the
Participant at the Payment Commencement Date, the value of each
installment being determined by reference to the value of shares of
"Common Stock", as defined in Section 5.03(b) below. Specifically,
each installment shall be in an amount equal to the Price Per Share on
the applicable installment payment date multiplied by a fraction, the
numerator of which is the total number of Stock Units in such Account
on the Participant's Payment Commencement Date, and the denominator of
which is the total number of installments;
(B) With respect to the Participant's Diversified Account, all
installments shall be in substantially equal amounts based on the
value of the Diversified Account on the Payment Commencement Date,
adjusted for interim income, gains and losses as described in Section
5.04 below through the date of each installment payment.
(g) At the sole discretion of the Administrator, payments allocable to the
Participant's Company Stock Account may be paid in shares of Common Stock or
cash. If the Administrator elects to pay in shares of Common Stock, the number
of shares of Common Stock to be paid
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shall be determined by dividing the cash value of the Participant's Company
Stock Account as of the relevant payment date by the Price Per Share, as defined
in Section 5.03(b) below, on that date. Payments allocable to the Diversified
Account shall be made in cash.
5.02 DEFERRAL ACCOUNT.
(a) The Administrator shall cause Banknorth, or other Company, as
applicable, to establish a ledger account (the "Deferral Account") for each
Participant for the purpose of recording the Company's obligation to pay the
Compensation deferred hereunder.
(b) Each Deferral Account shall be composed of up to two sub-accounts, a
Company Stock Account and a Diversified Account. The value of a Participant's
Deferral Account shall equal the sum of the value of the Company Stock Account
plus the value of the Diversified Account. The value of the Company Stock
Account and the value of the Diversified Account shall be determined according
to the provisions of Sections 5.03 and 5.04 hereof respectively.
(c) With the Deferral Election, a Participant shall allocate the amount of
such deferred Compensation to be credited to the Company Stock Account and the
amount to be credited to the Diversified Account (the "Investment Election").
The Investment Election shall be made in the manner and form prescribed by the
Administrator.
(d) If a Participant fails to make an Investment Election with a Deferral
Election, all Compensation deferred pursuant to the Deferral Election will be
credited to the Diversified Account.
(e) A Participant may elect to transfer some or all of the value of the
Participant's Diversified Account to the Participant's Company Stock Account at
such times and in such manner as shall be prescribed by the Administrator. Any
such election shall be on a form
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provided by the Administrator (the "Transfer Notice"). Once received by the
Administrator, the Transfer Notice shall be irrevocable.
(f) Amounts credited to a Participant's Company Stock Account may not be
transferred to the Participant's Diversified Account.
5.03 COMPANY STOCK ACCOUNT.
(a) A Participant's Company Stock Account shall be credited with any amount
allocated thereto as follows: on any date on which deferred amounts would
otherwise have been paid to the Participant (an "Allocation Date") the
Participant's Company Stock Account shall be credited with a number of units
("Stock Units") equal to (i) the amount allocated the Company Stock Account,
divided by (ii) the "Price per Share", as defined below, on the Allocation Date.
Fractional Stock Units shall be rounded to the nearest 1/10 (one-tenth) of a
Stock Unit. On any given day, the value of the Company Stock Account shall equal
the number of Stock Units then credited to the Company Stock Account multiplied
by the Price per Share on such date. Stock Units do not constitute shares of
Common Stock, interests in Common Stock or any other security of the Company.
They merely reflect an unfunded promise to pay deferred Compensation in the
future.
(b) The "Price per Share" shall equal the closing sale price per share at
which shares of the common stock of Banknorth, par value $.01 per share ("Common
Stock"), are sold on the National Association of Securities Dealers Automated
Quotations system ("NASDAQ") on such date or, if no Common Stock was traded on
the NASDAQ on such date, the closing sale price at which the Common Stock is
sold on the next preceding date the Common Stock was so traded.
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(c) A Participant's Company Stock Account shall be credited with additional
Stock Units on every date Banknorth issues a dividend with respect to its Common
Stock. The number of Stock Units so credited will equal (i) the product of (A)
the dividend per share of Common Stock times (B) the number of Stock Units in
the Participant's Company Stock Account immediately before the dividend is
issued, divided by (ii) the Price per Share on the dividend date. A
Participant's Company Stock Account shall be reduced by the amount of any
distribution to the Participant from such account.
(d) In the event of any recapitalization, stock split, stock dividend,
exchange of shares, merger, reorganization, change in corporate structure or
change in shares of Banknorth or similar event, the Board, upon recommendation
of the Administrator, may make appropriate adjustments to the number of Stock
Units credited to each Participant's Company Stock Account.
5.04 DIVERSIFIED ACCOUNT.
(a) If a Participant has elected to have all or a portion of his or her
deferred amount allocated to the Diversified Account, then, on the applicable
Allocation Date, the Participant's Diversified Account shall be credited with
the amount so allocated. A Participant's Diversified Account shall thereafter be
increased by hypothetical earnings and gains, and reduced by hypothetical
losses, on such investments as shall be designated by the Administrator from
time to time. The method for determining and applying such earnings, gains and
losses shall be set by the Administrator in advance.
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5.05 ACCELERATION OF PAYMENT.
(a) The Administrator, in its discretion, may accelerate the payment of the
unpaid balance of a Participant's Deferral Account in the event of the
Participant's death or Permanent Disability, as defined in Section 6.03 below,
or upon its determination that the Participant, or his or her beneficiary, as
described in Section 6.02 below, in the case of his or her death, has incurred a
severe financial hardship. The Administrator in making its determination may
consider such factors and require such information as it deems appropriate.
(b) Notwithstanding any contrary provision of this Article Five, in the
event of a Change in Control, as defined below, the entire value of each
Participant's Deferral Account, determined as of (and taking into account) the
Change in Control shall be paid to the Participant in a lump sum within ten (10)
days after the date of the Change in Control, provided that at any time prior to
a Change in Control, any Participant may elect, on a form provided by the
Administrator, that the provisions of Sections 5.01 through 5.04 shall continue
to apply in lieu of the lump sum payment described herein (a "Post-Change
Deferral Election"). If a Participant makes a Post-Change Deferral Election, the
Participant may further elect that if he or she ceases to be a Non-Employee
Director or Key Employee, as applicable, involuntarily within one year following
a Change in Control, the Payment Commencement Date shall be the fifth
Anniversary of the Change in Control. Elections under this Section 5.05 (b) may
be changed in accordance with procedures established by the Administrator. No
change may be made in any election after the election period ends as provided
above. Notice shall be deemed given when (i) delivered by hand, (ii) sent by
overnight courier, (iii) or received by certified or registered mail. The
address for courier or mail shall be the address on the Company's payroll or
other applicable records at
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the time. For purposes of this Plan a "Change in Control" shall have the meaning
provided in the Peoples Heritage Financial Group, Inc. Change-in-Control
Protection Plan.
(c) If, on the date a Participant ceases to be a Key Employee or, if later,
the date the Participant ceases to be a Director (the "Separation Date"), the
aggregate value of a Participant's accounts hereunder is no greater than Five
Thousand Dollars ($5,000), the Administrator may, in its discretion, accelerate
the payment of the entire balance in such Accounts into a single lump sum
payment to be made on or promptly following such Separation Date.
ARTICLE SIX - GENERAL PROVISIONS
6.01 UNFUNDED OBLIGATION.
Any deferred amount to be paid to Participants pursuant to the Plan is an
unfunded obligation of the Companies. No Company is required to segregate any
monies from its general funds, to create any trusts, or to make any special
deposits with respect to its obligation. Any investments and the creation or
maintenance of any trust or memorandum accounts shall not create or constitute a
trust or a fiduciary relationship between the Administrator or the Company and a
Participant, or otherwise create any vested or beneficial interest as to any
Participant or the Participant's beneficiary or the Participant's creditors. The
Participants shall have no claim against the Company for any changes in the
value of any assets that may be invested or reinvested by the Company with
respect to the Plan. Neither the Company nor any member of the Board shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan unless attributable to the
Company's or that Board member's own willful misconduct or lack of good faith.
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6.02 BENEFICIARY.
In the event of a Participant's death, payment of amounts otherwise due
hereunder shall be made to the Participant's beneficiary, and in such case all
references to a Participant shall, where applicable, apply to the beneficiary.
The designation of a beneficiary shall be on a form provided by the
Administrator. A Participant may change his or her beneficiary designation at
any time. If no beneficiary is designated, if the designation is ineffective, or
if the beneficiary dies before the balance of the Deferral Account is paid, the
balance shall be paid to the Participant's estate.
6.03 PERMANENT DISABILITY.
A Participant shall be deemed to have become disabled for purposes of the
Plan if the Administrator finds, upon the basis of medical evidence satisfactory
to it, that the Participant is totally disabled, whether due to physical or
mental condition, so as to be prevented from engaging in further service to the
Company or any of its subsidiaries and that such disability will be permanent
and continuous during the remainder of the Participant's life.
6.04 NONASSIGNMENT.
The right of a Participant or beneficiary to the payment of any amounts
under the Plan may not be assigned, transferred, pledged or encumbered, nor
shall such right or other interest be subject to attachment, garnishment,
execution or other legal process.
6.05 TERMINATION AND AMENDMENT.
The Board may from time to time amend, suspend or terminate the Plan, or
any Participant's participation in the Plan, in whole or in part, and if the
Plan is suspended or terminated, the Board may reinstate any or all of its
provisions. No amendment, suspension or
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termination may impair the right of a Participant or the Participant's
designated beneficiary to receive benefits accrued prior to the effective date
of such amendment, suspension or termination, provided that on termination of
the Plan, or any Participant's termination therein, the entire unpaid balance of
the affected Participant's Deferral Accounts may be forthwith paid in a single
lump sum. The Administrator may amend the Plan, without Board approval, to
ensure that the Company may obtain any regulatory approval or to accomplish any
other reasonable purpose, provided that the Administrator may not effect a
change that would materially increase the cost of the Plan to the Company.
Notwithstanding the foregoing, the Board and the Administrator may not amend the
Plan without the approval of the stockholders of the Company to materially
modify the eligibility for participation in the Plan, or otherwise materially
increase the benefits accruing to the Participants under the Plan.
6.06 EFFECT ON PRIOR PLANS
As of the date this Plan becomes effective or, at the discretion of the
Committee, such later date as the Administrator secures written consent from all
affected participants in Peoples Heritage Financial Group. Inc. Senior
Management Deferred Compensation Plan (amended and Restated as of June 1, 1990)
or the Peoples Heritage Financial Group. Inc. Directors Deferred Compensation
Plan (Amended and Restated as of June 1, 1990)( the "Prior Plans"), all amounts
deferred under the Prior Plans shall be treated as amounts deferred under this
Plan and shall be allocated to either or both of a Company Stock Account or
Diversified Account as elected by each participant pursuant to forms and
procedures established by the Administrator. Thereafter, such amounts shall be
governed by all terms and conditions of this Plan, participants in the Prior
Plans shall become Participants in this Plan and the Prior Plans shall
terminate.
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6.07 APPLICABLE LAW.
The Plan shall be construed and governed in accordance with the laws of the
State of Maine.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed
effective on __________________, 2000.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By:
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Title: Executive Vice President
ATTEST:
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