GUARANTEE AGREEMENT by and between Merchants Bancshares, Inc. and WILMINGTON TRUST COMPANY Dated as of December 15, 2004Guarantee Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 15, 2004, is executed and delivered by Merchants Bancshares, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of MBVT Statutory Trust I, a Delaware statutory trust (the "Issuer").
Merchants Bancshares, Inc. 20,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT December 7, 2004 FTN Financial Capital Markets Memphis, Tennessee 38117 Keefe, Bruyette...Placement Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
Merchants Bancshares, Inc., a Delaware corporation (the "Company"), and its financing subsidiary, MBVT Statutory Trust I, a Delaware statutory trust (the "Trust," and hereinafter together with the Company, the "Offerors"), hereby confirm their agreement (this "Agreement") with you as placement agents (the "Placement Agents"), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • Merchants Bancshares Inc • State commercial banks • Vermont
This Employment Agreement (“Agreement”) is made as of the 15th of April, 2015 (the “Commencement Date”), among Merchants Bank, a Vermont chartered bank (the “Bank”), Merchants Bancshares, Inc., a Delaware corporation (the “Corporation” and together with the Bank, the “Corporations”), and Bruce Bernier (the “Executive”).
WITNESSETHEmployment Agreement • March 20th, 1998 • Merchants Bancshares Inc • State commercial banks • Vermont
This Trust Agreement is made this 20th day of December, 1995, by and between THE MERCHANTS BANK (the "Bank") and THE MERCHANTS TRUST COMPANY (the "Trustee"). Background ----------Trust Agreement • March 25th, 1997 • Merchants Bancshares Inc • State commercial banks
WITNESSETH ----------Employment Agreement • March 28th, 2001 • Merchants Bancshares Inc • State commercial banks • Vermont
DECLARATION OF TRUSTDeclaration of Trust • August 22nd, 2005 • Merchants Bancshares Inc • State commercial banks
This DECLARATION OF TRUST is made this 2nd day of December 2004 (this "Declaration of Trust"), by and among (i) Merchants Bancshares, Inc., a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee ("the Trustee"), and (iii) Joseph Boutin and Janet Spitler, each an individual, as administrators (each an "Administrator" and collectively, the "Administrators"). The Depositor, the Trustee and the Administrators hereby agree as follows:
EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made effective as of the 1st day of January, 1997, by and between MERCHANTS BANK, a state chartered Bank with its principal office at 275 Kennedy Drive, South Burlington, Vermont,...Employment Agreement • March 25th, 1997 • Merchants Bancshares Inc • State commercial banks • Vermont
December 21, 2006 Zoe P. Erdman Re: Employment Agreement Dear Zoe:Employment Agreement • November 19th, 2007 • Merchants Bancshares Inc • State commercial banks
I, as the Chair of the Board of Directors of Merchants Bank, a Vermont chartered bank ("the Corporation"), am pleased to provide you with the following letter agreement to confirm the terms of your employment with the Corporation. We have been authorized by the Corporation's Board of Directors to negotiate and execute this letter agreement, and will furnish the certificates of the Resolutions granting such authority upon request.
TRUST UNDER AGREEMENT WITH KATHRYN T. BOARDMAN, THOMAS R. HAVERS AND SUSAN D. STRUBLETrust Agreement • March 15th, 2011 • Merchants Bancshares Inc • State commercial banks
This Trust Agreement is made this 20th day of December, 1995, by and between THE MERCHANTS BANK (the "Company") and THE MERCHANTS TRUST COMPANY (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Merchants Bancshares Inc • State commercial banks • Vermont
This Employment Agreement (“Agreement”) is made as of the 10th of November, 2014 (the “Commencement Date”), among Merchants Bank, a Vermont chartered bank (the “Bank”), and Thomas Meshako (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2011 • Merchants Bancshares Inc • State commercial banks • Vermont
This Employment Agreement (“Agreement”) is made as of the first day of January, 2011 (the “Commencement Date”), among Merchants Bank, a Vermont chartered bank and Merchants Bancshares, Inc., a Delaware corporation (collectively, the “Corporations”), and Janet P. Spitler (the “Executive”).
WITNESSETHEmployment Agreement • March 28th, 2002 • Merchants Bancshares Inc • State commercial banks • Vermont
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN COMMUNITY BANK SYSTEM, INC. AND MERCHANTS BANCSHARES, INC. Dated as of October 22, 2016Merger Agreement • October 24th, 2016 • Merchants Bancshares Inc • State commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 22, 2016, by and between Community Bank System, Inc., a Delaware corporation (“Community”), and Merchants Bancshares, Inc., a Delaware corporation (“Merchants”).
ADDENDUM AND WAIVER AGREEMENT REGARDING EMPLOYMENT AGREEMENT FOREmployment Agreement • July 31st, 2015 • Merchants Bancshares Inc • State commercial banks • Massachusetts
This Addendum and Waiver Agreement (this “Addendum”) is made as of the 27th day of April, 2015, by and among NUVO Bank and Trust Company (“NUVO”), a Massachusetts chartered commercial bank headquartered in Springfield, Massachusetts, M. Dale Janes (“Executive”), Merchants Bancshares, Inc., a Delaware corporation headquartered in South Burlington, Vermont (“Merchants”) and Merchants Bank, a Vermont-chartered commercial bank headquartered in South Burlington, Vermont (“Merchants Bank”), for the purpose of supplementing, clarifying, waiving, modifying and terminating certain provisions of the Employment Agreement dated as of January 1, 2013, between the Executive and NUVO (the “NUVO Employment Agreement”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 7th, 2008 • Merchants Bancshares Inc • State commercial banks • Vermont
This Purchase and Sale Agreement (this "Agreement") is made and effective this 27th day of June, 2008 by and between Eastern Avenue Properties, LLC, a Vermont limited liability company with an address of 151 Hastings Hill, St. Johnsbury, VT 05819 ("Purchaser"), and Merchants Bank, a Vermont financial institution with an address of 275 Kennedy Drive, South Burlington, VT 05403 ("Seller").
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Merchants Bancshares Inc • State commercial banks • Vermont
This Employment Agreement (“Agreement”) is made as of the first day of January, 2015 (the “Commencement Date”), between Merchants Bancshares, Inc., a Delaware corporation (the “Corporation”), and Michael R. Tuttle (the “Executive”).
BANK MERGER AGREEMENTBank Merger Agreement • July 9th, 2015 • Merchants Bancshares Inc • State commercial banks • Vermont
This BANK MERGER AGREEMENT dated as of July 2, 2015, is (i) made by and between Merchants Bank ("Merchants Bank"), a Vermont-chartered commercial bank headquartered at 275 Kennedy Drive, South Burlington, Vermont, and NUVO Bank & Trust Company ("NUVO"), a Massachusetts-chartered trust company headquartered at 1500 Main Street, Springfield, Massachusetts; and (ii) joined in by Merchants Bancshares, Inc., a Delaware corporation headquartered at 275 Kennedy Drive, South Burlington, Vermont (“Merchants”) for the limited purpose set forth on the signature page hereof. Unless otherwise defined herein, all capitalized terms used in this Bank Merger Agreement shall have the meanings ascribed to them in the Merger Agreement (as hereinafter defined).
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • March 14th, 2016 • Merchants Bancshares Inc • State commercial banks • Vermont
This General Release (“Release”) is between Merchants Bank, a Vermont Chartered bank and Merchant Bancshares, Inc., a Delaware corporation (collectively referred to as “the Corporations”) and Thomas J. Meshako (“Executive”), this 7th day of January, 2016.
MBVT Statutory Trust I Merchants Bancshares, Inc. SUBSCRIPTION AGREEMENT December 15, 2004Subscription Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among MBVT Statutory Trust I (the "Trust"), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.[SECTION] 3801, et seq.), Merchants Bancshares, Inc., a Delaware corporation, with its principal offices located at 275 Kennedy Drive, South Burlington, Vermont 05403 (the "Company" and, collectively with the Trust, the "Offerors"), and Preferred Term Securities XVI, Ltd. (the "Purchaser").
AGREEMENTSalary Continuation Agreement • March 25th, 1997 • Merchants Bancshares Inc • State commercial banks • Vermont
CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • March 14th, 2016 • Merchants Bancshares Inc • State commercial banks • Vermont
This General Release (“Release”) is between Merchants Bank, a Vermont Chartered bank and Merchant Bancshares, Inc., a Delaware corporation (collectively referred to as “the Corporations”) and Molly Dillon (“the Executive”), this 11th day of December, 2015.
December 18, 2008 Michael R. Tuttle 32 Andrews Avenue South Burlington, Vermont 05403 Re: Employment Agreement Dear Mike:Employment Agreement • December 24th, 2008 • Merchants Bancshares Inc • State commercial banks
We, as the Chairs of the Boards of Directors of Merchants Bank, a Vermont chartered bank, and Merchants Bancshares, Inc., a Delaware corporation (collectively "the Corporations"), are pleased to provide you with the following letter agreement to confirm the terms of your employment with the Corporations. We have been authorized by the Corporations' Boards of Directors to negotiate and execute this letter agreement.
STOCK OPTION AGREEMENT MERCHANTS BANCSHARES, INC.Stock Option Agreement • June 4th, 2008 • Merchants Bancshares Inc • State commercial banks
AGREEMENT This Agreement is between THE MERCHANTS BANK, a Vermont banking corporation with a principal place of business in Burlington, Vermont (the "Bank") and DUDLEY H. DAVIS, of Burlington, Vermont ("Davis") and is effective as of the date...Salary Continuation Agreement • March 25th, 1997 • Merchants Bancshares Inc • State commercial banks • Vermont
GENERAL RELEASE AND SEPERATION AGREEMENTGeneral Release and Separation Agreement • March 14th, 2016 • Merchants Bancshares Inc • State commercial banks
This General Release and Separation Agreement (“Release”) is between Merchants Bank, a Vermont Chartered bank and Merchants Bancshares, Inc., a Delaware corporation (collectively referred to as “the Corporations”) and Michael R. Tuttle (“Tuttle”). Tuttle’s employment with the Corporations has terminated effective December 31, 2015 and this Agreement is intended to effectuate Tuttle’s post-employment rights and obligations under his Employment Agreement dated January 1, 2011, including but not limited to Tuttle’s rights in paragraph no. 4(b) of that Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2004 • Merchants Bancshares Inc • State commercial banks • Vermont
THIS AGREEMENT is made effective as of the 1st day of January, 2003, 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 EMPLOYEE, residing at _________________ (hereinafter referred to as "EMPLOYEE").
AGREEMENT AND PLAN OF MERGER by and between Merchants Bancshares, Inc. and NUVO Bank & Trust CompanyMerger Agreement • April 27th, 2015 • Merchants Bancshares Inc • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 27, 2015, by and between Merchants Bancshares, Inc., a Delaware corporation (“Merchants”) and NUVO Bank & Trust Company, a Massachusetts-chartered bank (“NUVO”). Capitalized terms shall be defined as provided in Article IX of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Merchants Bancshares Inc • State commercial banks • Vermont
This Employment Agreement (“Agreement”) is made as of the first day of January, 2011 (the “Commencement Date”), among Merchants Bank, a Vermont chartered bank (the “Bank”), and Molly Dillon (the “Executive”).
WITNESSETH ----------Employment Agreement • March 25th, 1997 • Merchants Bancshares Inc • State commercial banks • Vermont
TRUST UNDER THE MERCHANTS BANK AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORSTrust Agreement • March 15th, 2011 • Merchants Bancshares Inc • State commercial banks
This Trust Agreement is made this 20th day of December, 1995, by and between THE MERCHANTS BANK (the "Company") and THE MERCHANTS TRUST COMPANY (the "Trustee").
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • March 15th, 2017 • Merchants Bancshares Inc • State commercial banks • Vermont
This MANAGEMENT CONSULTING AGREEMENT (the “Management Consulting Agreement” or the “Agreement”) is entered into by and between Merchants Bancshares, Inc., a Delaware corporation (the “Company”), and CFO Consulting Partners LLC, a New Jersey limited liability company (“Consultant”).
December 21, 2006 Michael R. Tuttle 32 Andrews Avenue South Burlington, Vermont 05403 Re: Employment Agreement Dear Mike:Employment Agreement • December 28th, 2006 • Merchants Bancshares Inc • State commercial banks
We, as the Chairs of the Boards of Directors of Merchants Bank, a Vermont chartered bank, and Merchants Bancshares, Inc., a Delaware corporation (collectively "the Corporations"), are pleased to provide you with the following letter agreement to confirm the terms of your employment with the Corporations. We have been authorized by the Corporations' Boards of Directors to negotiate and execute this letter agreement, and will furnish the certificates of the Resolutions granting such authority upon request.
VOTING AGREEMENTVoting Agreement • July 31st, 2015 • Merchants Bancshares Inc • State commercial banks • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2015, by and between Merchants Bancshares, Inc., a Delaware corporation (“Merchants”), and the undersigned holder (“Shareholder”) of the common stock, par value $0.01 per share (“Common Stock”), of NUVO Bank & Trust Company, a Massachusetts-chartered banking corporation (“NUVO”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
FORM OF REPLACEMENT 2013 WARRANT CERTIFICATEWarrant Agreement • August 13th, 2015 • Merchants Bancshares Inc • State commercial banks
This Replacement 2013 Warrant Certificate certifies that _____________, or registered assigns, is the registered holder of warrants to purchase the number of fully-paid and non-assessable shares of common stock, $0.01 par value of Merchants Bancshares, Inc. (“Shares”) set forth above, at the exercise price of $20.69 per share (“Exercise Price”), subject to further adjustment in certain events in accordance with the terms of the Warrant Agreement (“Warrants”).
