Exhibit
10.37


 


ENTERPRISE
BANCORP, INC.


 


Description
of Directors’ Compensation (as of December 31, 2004)


 


The Company pays no separate compensation to the
Directors for their service as members of the Company’s (i.e., Enterprise
Bancorp, Inc.) Board of Directors.  The
Bank (i.e., Enterprise Bank and Trust Co.) pays $350 to Directors for Board of
Directors meetings, $350 to Directors for executive committee meetings, $350 to
Directors for audit committee meetings, $250 to Directors for all other
committee meetings, a $500 monthly retainer to all Directors and a $200 monthly
retainer to executive committee members. 
The Bank also pays quarterly retainers of $1,250 to the chairpersons of
the asset liability, investment management and trust, and audit committees,
$1,000 to the chairperson of the compensation committee, $750 to the
chairperson of the loan committee, $625 to the chairperson of the corporate
governance/nominating committee, $500 to the chairperson of the banking
technology committee and $250 to the chairperson of the marketing and business
development committee.  Directors who are
also full-time salaried officers of the Bank are not paid for attending Board
of Directors or committee meetings.


 


For the year 2004, Directors had the right to make an
irrevocable election (by December 31, 2003) to receive shares of Common Stock
in lieu of receiving an elected portion of cash fees.  The number of shares issued to Directors
pursuant to this election was based on a valuation analysis of the Common Stock
as of January 2, 2004.  Pursuant to the
terms of the election, shares were not considered earned, and were not issued
to a Director, until the Director had actually earned the cash fees in lieu of
which the shares were to be issued.  If a
Director who had elected to receive shares of Common Stock in lieu of cash fees
pursuant to this election had ceased to serve as a member of the Board of
Directors for any reason prior to his or her having earned the fees in lieu of
which shares were to be issued, the Director would have received a cash amount
(and no shares) equal to the fees earned through the date on which he or she
ceased to serve as a Director.  For the
year 2004, the Company issued a total of 5,933 shares of Common Stock to
fourteen Directors at a per share issuance price of $30.68.  This per share price reflects the value of
the Common Stock at January 2, 2004, based on a valuation analysis performed by
an outside financial advisor, which was used to determine the fair market value
of the Common Stock in connection with employee stock options that were granted
as of such date.  For the year 2005,
Directors have the same option to receive shares of the Company’s Common Stock
in lieu of cash fees at a per share issuance price of $32.85, which reflects
the value of the Common Stock at January 3, 2005, based on a replication by
management of a valuation analysis that has been performed in June of each year
by an outside financial advisor, which has been used to determine the fair
market value of the Common Stock in connection with the Company’s
administration of its dividend reinvestment plan.


 


The Company believes that giving Directors the option
to receive stock in lieu of cash fees further aligns Directors’ interests with
those of the Company’s shareholders.