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Exhibit 10.4
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EMPLOYMENT
AGREEMENT
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THIS AGREEMENT is made
effective as of the 1st day of January, 2006, by and between
MERCHANTS BANK, a state chartered bank with its principal office at
275 Kennedy Drive, South Burlington, Vermont, (hereinafter referred
to as "CORPORATION") and _______________, residing at
__________________ (hereinafter referred to as "EMPLOYEE").
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WITNESSETH
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In consideration of the
mutual covenants herein contained, the parties agree as
follows:
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1.
Employment : The CORPORATION hereby employs the
EMPLOYEE, and the EMPLOYEE hereby accepts employment.
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2. Terms and
Renewal : This Agreement shall be for a two-year
term beginning on January 1, 2006, and terminating on December 31,
2007.
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On or before December 31,
2006, the CORPORATION shall notify the EMPLOYEE in writing if the
CORPORATION does not intend to renew the Agreement for a one-year
term following its original term. In the event that the CORPORATION
does not so notify the EMPLOYEE, the Agreement shall renew for a
one-year term following its original term. Similarly, on each
anniversary date thereafter, the CORPORATION shall notify the
EMPLOYEE in writing if the CORPORATION does not intend to renew the
Agreement. In the event that the CORPORATION does not so notify the
EMPLOYEE, the Agreement shall automatically renew for an additional
one-year term following the then applicable term.
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3.
Termination :
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3.1
Discharge : The CORPORATION has the right to
discharge the EMPLOYEE at any time with or without just cause, as
herein defined. If the EMPLOYEE is discharged without just cause,
the CORPORATION agrees to pay in one lump sum upon discharge the
EMPLOYEE's salary for one year.
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"Just cause" shall mean (a)
misconduct connected with EMPLOYEE's work, if and as defined in any
written policy of the CORPORATION covering all of the CORPORATION's
officers which is now, or subsequently, in effect; or (b) the
conviction of a felony which precludes EMPLOYEE from performing all
or an essential part of his duties of employment, provided
that, if such conviction is subsequently reversed, rescinded or
expunged, EMPLOYEE's termination will be treated as if made without
just cause.
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<PAGE>
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3.2
Disability : In cases of disability, either party
may elect to terminate the employment, subject to the following
conditions: (i) the EMPLOYEE shall receive the greater of: (a) the
salary and other normal benefits plus incentive payments which the
EMPLOYEE would have received had he been terminated without just
cause; or (b) the benefits payable to, and actually paid to, the
EMPLOYEE arising out of any disability insurance policy covering
the EMPLOYEE and paid for by the CORPORATION (if said policy
benefits are paid other than in a lump sum payment, the value of
the benefits, for purposes of this Agreement, shall be calculated
by using a present value of all payments to be made); and (ii)
EMPLOYEE has suffered a disability as defined below.
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"Disability" shall mean
mental or physical incapacity which shall continue for six (6)
months or longer after exhaustion of all sick leave benefits, or a
permanent mental or physical incapacity, either of which makes the
performance of substantially all of the EMPLOYEE's duties
impossible, as certified in writing by the EMPLOYEE's physician.
The CORPORATION, in the event of disagreement, may seek the opinion
of a qualified physician to determine if such disability exists;
provided , however , that such physician is Board
Certified in the area of specialty pertinent to the nature and
extent of such disability. In the event of further disagreement,
the two physicians shall choose a third physician, qualified as
above, who shall make the determination, which shall be binding
upon the parties.
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4.
Resignation by the EMPLOYEE : The EMPLOYEE shall
have the option of terminating his employment with the CORPORATION
provided he gives at least 60 days advance written notice to the
CORPORATION. The EMPLOYEE shall not be deemed to have resigned and,
instead, shall be deemed to have been discharged by the
CORPORATION, without just cause, if the EMPLOYEE resigns as a
result of: (i) immoral, unethical or illegal acts or omissions
committed by, or which reasonably appear will be committed by, any
director, officer, employee, agent, or independent contractors of
the CORPORATION (and the CORPORATION's Board of Directors shall not
act, after his recommendation, to terminate the offending party(s)
or to cease and desist such offending activity); or (ii) acts or
omissions of any director, officer, employee, agent, or independent
contractors of the CORPORATION which could reasonably subject the
EMPLOYEE to personal liability from any Federal, State or local
government or agency, or any banking authority, including, but not
limited to, the Federal Deposit Insurance Corporation, the Internal
Revenue Service, or the Securities and Exchange Commission.
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5. Office and
Duties : &n
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