On April 26, 2022, the shareholders of the Company approved the Camden National Corporation 2022 Equity and Incentive Plan (“2022 Plan”), which replaced the Company’s 2012 Equity and Incentive Plan (“2012 Plan”). The total number of shares reserved and available for issuance under the 2022 Plan is 500,000, plus shares that are subject to awards granted under the 2012 Plan that cease to be subject to such awards by forfeiture or otherwise after the effective date of the 2022 Plan. Awards are authorized to be granted in the form of dividend equivalent rights, stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards and other stock-based or cash-based awards, and the exercise price will not be less than 100% of the fair market value on the date of grant of a share of stock. No stock option granted will be exercisable more than ten years after the date the stock option was granted.

On May 1, 2012, the shareholders of the Company approved the 2012 Plan, the maximum number of shares of stock reserved and available for issuance under the 2012 Plan was 1.2 million shares. Awards were authorized to be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares and dividend equivalent rights, or any combination of the preceding, and the exercise price will not be less than 100% of the fair market value on the date of grant in the case of incentive stock options, or 85% of the fair market value on the date of grant in the case of non-qualified stock options. No stock option was exercisable more than ten years after the date the stock option was granted. The exercise price of all options granted equaled the market price of the Company's stock on the date of grant, except for certain non-qualified stock options that were issued in conjunction with an acquisition. The 2012 Plan was replaced by the 2022 Plan effective April 26, 2022, and no further awards will be granted under the 2012 Plan. Awards outstanding as of the effective date, remain outstanding in accordance with their original terms as granted under the 2012 Plan.

Restricted stock units vest over the requisite service period, which is typically two, three or five years. Restricted stock units issued do not participate in dividends and recipients are not entitled to vote these restricted units until shares of the Company’s stock are delivered in respect of the restricted stock units after vesting.

For the years ended December 31, 2023, 2022 and 2021, the Company issued restricted stock units with a grant-date fair value of $1.6 million, $1.3 million and $994,000, respectively, to certain employees. The grant-date fair value is calculated utilizing the Company's closing market share price as of the date the awards are granted.

Restricted stock unit expense is recognized within salaries and employee benefits on the consolidated statements of income on a straight-line basis over the vesting period. The expense and the related income tax benefit recognized in connection with the restricted stock units was as follows for the periods indicated:


(Dollars in thousands, except per unit data)	Number of Units	Weighted-Average Grant Date Fair Value per Unit		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Unrecognized Compensation
Nonvested at January 1, 2023	57,822	$	44.88
Granted	44,730	36.21
Vested	(19,032)	42.17
Forfeited	(8,789)	43.19
Nonvested at December 31, 2023	74,731	$	40.58	2.75	$	2,812	$	2,261

Restricted stock awards vest pro-rata over the requisite service period, which is typically three years, or earlier if a recipient retires and has met all retirement or disability eligibility requirements of the award. Awards issued to Company directors are not subject to any service requirements and vest immediately. Recipients of restricted stock awards are entitled to vote these restricted shares during the vesting period. For restricted stock awards issued under the 2022 Plan, cash dividends are retained by the Company during the vesting period and paid out upon vesting of the shares. If the restricted stock award is forfeited, any accrued dividends revert back to the Company. Accrued dividends on restricted stock awards are reported within accrued interest and other liabilities on the Company’s consolidated financial statements and totaled $27,000 and $8,000, at December 31, 2023 and 2022, respectively. For restricted stock awards issued under the 2012 Plan, cash dividends are paid out immediately during the vesting period and are not subject to forfeiture.

For the years ended December 31, 2023, 2022 and 2021, the Company issued restricted stock awards with a grant-date fair value of $1.5 million, $1.2 million and $924,000, respectively, to certain directors and employees. The grant-date fair value is calculated utilizing the Company's closing market share price as of the date the awards are granted.

The expense for restricted stock awards issued to employees of the Company is recognized within salaries and employee benefits on the consolidated statements of income on a straight-line basis over the vesting period. The expense for awards issued to directors of the Company (which are not subject to service requirements and vest immediately) is recognized within consulting and professional fees on the consolidated statements of income. The expense and the related income tax benefit recognized in connection with the restricted stock awards was as follows for the periods indicated:


(Dollars in thousands, except per share data)	Number of Shares	Weighted-Average Grant Date Fair Value per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Unrecognized Compensation
Nonvested at January 1, 2023	20,536	$	44.53
Granted	44,451	32.80
Vested	(33,763)	35.16
Forfeited	(2,690)	40.19
Nonvested at December 31, 2023	28,534	$	37.76	1.9	$	1,074	$	672

The Company offers the MSPP to provide an opportunity for certain employees to receive restricted shares of the Company’s common stock in lieu of a portion of their annual incentive bonus. Restricted shares issued under the MSPP are granted at a discount to the fair market value of the Company’s common stock on the date of grant and they cliff vest two years after the grant date, or earlier if a recipient meets the disability eligibility requirement of the plan. Should an employee forfeit his or her non-vested MSPP awards, the Company will return the lesser of the price paid by the employee on the date of grant, or the fair value of the non-vested awards as of the date forfeited. Recipients of restricted stock issued under the MSPP are entitled to vote these restricted shares during the vesting period. For restricted stock awards issued under the MSPP of the 2022 Plan, cash dividends are retained by the Company during the vesting period and paid out upon vesting of the shares. If the restricted stock award is forfeited, any accrued dividends revert back to the Company. Accrued dividends on MSPP awards are reported within accrued interest and other liabilities on the Company’s consolidated financial statements and totaled $9,000 and $0, at December 31, 2023 and 2022, respectively. For restricted stock awards issued under the MSPP of the 2012 Plan, cash dividends are paid out immediately during the vesting period and are not subject to forfeiture.

The expense for restricted stock awards under the MSPP is recognized within salaries and employee benefits on the consolidated statements of income on a straight-line basis over the vesting period. The expense and the related income tax benefit recognized in connection with the MSPP awards was as follows for the periods indicated:


(Dollars in thousands, except per share data)	Number of Shares	Weighted-Average Grant Date Fair Value per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Unrecognized Compensation
Nonvested at January 1, 2023	17,184	$	14.12
Granted	8,037	9.84
Vested	(7,886)	16.34
Forfeited	(761)	11.63
Nonvested at December 31, 2023	16,574	$	11.10	0.6	$	66	$	51

For the years ended December 31, 2023, 2022 and 2021, the Company received cash from the issuance of restricted shares under the MSPP of $219,000, $342,000 and $324,000, respectively. At December 31, 2023 and 2022, cash received from current participating employees totaled $558,000 and $633,000, respectively, and was presented within accrued interest and other liabilities on the consolidated statements of condition.

The LTIP is intended to attract and retain executives who will contribute to the Company’s future success. The long-term performance period is a period of three consecutive years beginning on January 1 of the first year and ending on December 31 of the third year. Awards granted are 50% weighted on the attainment of certain performance targets approved by the Board of Directors and 50% weighted on meeting the requisite service period. The performance-based share units granted will vest only if the performance targets are achieved, and the amount received by the LTIP participants may vary from 0% - 200% of target, depending on the level at which performance targets are met. Failure to achieve the specific performance measures will result in all or a portion of the performance-based share units being forfeited. The service-based awards are restricted stock awards and generally vest annually pro-rata over a three year period. The associated service-based awards are disclosed within the aforementioned “Restricted Stock Awards” section of this note.

For the years ended December 31, 2023, 2022 and 2021, the Company issued performance-based share unit awards with a grant-date fair value of $1.6 million, $1.1 million and $753,000, respectively. The grant-date fair value is calculated utilizing the Company's closing market share price as of the date the awards are granted.

The expense for the performance-based share units is recognized within salaries and employee benefits on the consolidated statements of income on a straight-line basis over the vesting period. The expense and the related tax benefit for the LTIP's performance-based share units was as follows for the periods indicated:


(Dollars in thousands, except per share data)	Number of Shares	Weighted-Average Grant Date Fair Value per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Unrecognized Compensation
Nonvested at January 1, 2023	61,186	$	41.65
Granted(1)	46,372	34.00
Vested	(17,283)	34.39
Forfeited(2)	(17,193)	36.96
Nonvested at December 31, 2023	73,082	$	39.92	1.6	$	2,917	$	458

The DCRP is an unfunded deferred compensation plan for the benefit of certain Company executives. Annually, participants receive a credit to an account administered by the Company, of 10% of each participant’s eligible earnings and cash bonus for the prior performance period. Annual credits to a participant’s account will be denominated in deferred stock unit awards (the right to receive a share of common stock of the Company upon the satisfaction of certain restrictions) based on the fair market value of a share of the common stock of the Company on the date of grant. For all active participants, vesting occurs ratably from the date of participation until the participant reaches the age of 65, at which time the participant is 100% vested. In 2018, the DCRP was amended to provide the ability to tailor vesting terms for new participants.

The expense for the DCRP is recognized within salaries and employee benefits on the consolidated statements of income on a straight-line basis over the vesting period. Compensation expense and the related tax benefit recognized in connection with the DCRP was as follows for the periods presented:


(Dollars in thousands, except per award data)	Number of Deferred Stock Awards	Weighted-Average Grant Date Fair Value per Award		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Unrecognized Compensation
Nonvested at January 1, 2023	8,382	$	44.85
Granted	7,958	36.21
Vested	(4,430)	38.62
Forfeited	(750)	36.21
Nonvested at December 31, 2023	11,160	$	41.74	13.7	$	420	$	405