THIS AGREEMENT is made effective as of the 1st day of January, 1998, 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 JANET P. SPITLER, residing at 24 Juniper Ridge,
Shelburne, Vermont 05482 (hereinafter referred to as "EMPLOYEE").
In consideration of the mutual covenants herein contained, the parties agree as follows:
1. Employment: The CORPORATION hereby employs the EMPLOYEE, and the EMPLOYEE hereby accepts
2. Terms and Renewal: This Agreement shall be for an initial term beginning on January 1, 1998, and terminating
on December 31, 1999.
On December 31, 1998, the CORPORATION shall notify the EMPLOYEE in writing if the CORPORATION
does not intend to renew the Agreement for a one- year term following the Initial Term. In the event that the
CORPORATION does not so notify the EMPLOYEE, the Agreement shall renew for a one-year term following
the Initial Term. Similarly, on each successive December 31 of a then applicable Term, 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.
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.
"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