Exhibit
10.2


 


ENTERPRISE
BANCORP, INC.


 


Incentive Stock
Option Agreement


 


This Agreement made as of
this Xth day of XXXXX, 20XX by and between Enterprise Bancorp, Inc., a
Massachusetts corporation (the “Company”), and NAME
(the “Optionee”).


 


WITNESSETH THAT:


 


WHEREAS, the Company has
instituted a program entitled “Enterprise Bancorp, Inc. 2009 Stock
Incentive Plan” (the “Plan”); and


 


WHEREAS, the Compensation
Committee of the Board of Directors, or the full Board of Directors, as the
case may be, of the Company has authorized the grant of stock options upon the
terms and conditions set forth below; and


 


WHEREAS, the Compensation
Committee or the full Board of Directors, as the case may be, has authorized
the grant of this stock option pursuant and subject to the terms of the Plan, a
copy of which is attached hereto and incorporated herein; and


 


WHEREAS, the Compensation
Committee or the full Board of Directors, as the case may be, has designated
this stock option an incentive stock option in accordance with Section 5
of the Plan;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, the Company and the Optionee agree as follows.


 


1.                                       Grant.  Subject to
the terms of the Plan and this Agreement, the Company hereby grants to the
Optionee a stock option (the “Option”) to purchase from the Company XXX shares of its common stock, $0.01 par value
per share (“Stock”). This Option is intended to constitute an incentive stock
option within the meaning of Section 422 of the Code.


 


2.                                       Exercise Price. 
This Option may be exercised at the exercise price of $XX.XX per share
of Stock, subject to adjustment as provided herein and in the Plan.


 


3.                                       Term and Exercisability of Option. 
This Option shall expire on the earlier of XXXX XX, 20XX or the last day
of the exercise period determined pursuant to subsection (c) of this Section 3.
At any time before its expiration, this Option may be exercised to the extent
set forth in the schedule attached to this Agreement as Exhibit 1, which
is incorporated herein and made a part hereof by this reference, provided that:


 


(a)                                  at the time of exercise the Optionee is
not in violation of any employee confidentiality, noncompetition or other
agreement with the Company or a Subsidiary;


 


(b)                                 the Optionee’s employment relationship
with the Company or an ISO Subsidiary (“Relationship”) must be in effect on the
relevant date under the schedule set 


 

















 


forth at Exhibit 1
in order for any scheduled increment in the exercisable portion of the Option
to become effective; and


 


(c)                                  this Option may not be exercised if three
months or more have elapsed following the date of termination of the
Relationship between the Optionee and the Company or a Subsidiary, except that
if the Relationship terminates by reason of the Optionee’s permanent and total
disability (as determined by the Compensation Committee or the full Board of
Directors, as the case may be, on the basis of medical advice satisfactory to
it) or death, “twelve months” shall be substituted for “three months” in this
sentence.


 


4.                                       Method of Exercise. 
Prior to its expiration and to the extent that the right to purchase
shares of Stock has vested hereunder, this Option may be exercised from time to
time by written notice to the Company, substantially in the form attached
hereto as Exhibit 2, stating the number of shares with respect to which
this Option is being exercised and accompanied by either (a) payment in
full of the exercise price for the number of shares to be delivered, by means
of payment acceptable to the Company in accordance with Section 5(c) of
the Plan, or (b) a description of a “cashless exercise” procedure and such
other documents and undertakings as are necessary to satisfy that procedure. As
soon as practicable after its receipt of such notice, the Company shall,
without transfer or issue tax to the Optionee (or other person entitled to
exercise this Option), deliver, or cause to be delivered, to the Optionee (or
other person entitled to exercise this Option), at the principal executive
offices of the Company or such other place as shall be mutually acceptable, a
stock certificate or certificates for such shares out of theretofore authorized
but unissued shares or reacquired shares of its Stock as the Company may elect;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any applicable requirements of law. If and to the extent that the
Company also provides to its shareholders generally a means to hold title to
shares on a noncertificated basis, then any shares to be issued to the Optionee
upon the exercise of this Option may be issued on such a noncertificated basis
if mutually agreed upon by the Company and the Optionee and otherwise
permissible under applicable law and the rules of any applicable stock
exchange. Payment of the exercise price may be made in cash or cash equivalents
or, in accordance with the terms and conditions of Section 5(c) of
the Plan, in whole or in part in shares of Common Stock of the Company;
provided, however, that the Compensation Committee or the full Board of
Directors, as the case may be, reserves the right upon receipt of any written
notice of exercise from the Optionee to require payment in cash with respect to
the shares contemplated in such notice; and provided, further, that the
Optionee may not make payment in shares of Stock that he acquired upon the
earlier exercise of any incentive stock option, unless he has held the shares
until at least two years after the date the incentive stock option was granted
and at least one year after the date the incentive stock option was exercised.
If the Optionee (or other person entitled to exercise this Option) fails to pay
for and accept delivery of all of the shares specified in such notice upon
tender of delivery thereof, his right to exercise this Option with respect to
such shares not paid for may be terminated by the Company.


 


2

















 


Notwithstanding any of
the foregoing to the contrary, if the Company has established, for itself or
using the services of a third party, an automated system for the exercise of
stock options that may be granted under the Plan, such as a system using an
internet website or interactive voice response system, then the Optionee shall
be permitted to exercise this Option on a paperless basis through the use of
such an automated system.


 


5.                                       Nonassignability of Option. 
This Option shall not be assignable or transferable by the Optionee
except by will or by the laws of descent and distribution. During the life of
the Optionee, this Option shall be exercisable only by him, by a conservator or
guardian duly appointed for him by reason of his incapacity or by the person
appointed by the Optionee in a durable power of attorney acceptable to the
Company’s counsel.


 


6.                                       Compliance with Securities Act; Lock-Up
Agreement.  The Company shall not be obligated to sell or
issue any shares of Stock or other securities pursuant to the exercise of this Option
unless the shares of Stock or other securities with respect to which this
Option is being exercised are at that time effectively registered or exempt
from registration under the Securities Act and applicable state securities
laws. In the event shares or other securities shall be issued that shall not be
so registered, the Optionee hereby represents, warrants and agrees that he will
receive such shares or other securities for investment and not with a view to
their resale or distribution, and will execute an appropriate investment letter
satisfactory to the Company and its counsel. The Optionee further hereby agrees
that as a condition to the purchase of shares upon exercise of this Option, he
will execute an agreement in a form acceptable to the Company to the effect
that the shares shall be subject to any underwriter’s lock-up agreement in
connection with a public offering of any securities of the Company that may
from time to time apply to shares held by officers and employees of the
Company, and such agreement or a successor agreement must be in full force and
effect.


 


7.                                       Legends.  The Optionee
hereby acknowledges that the stock certificate or certificates evidencing
shares of Stock or other securities issued pursuant to any exercise of this
Option may bear a legend setting forth the restrictions on their
transferability described in Section 6 hereof, if such restrictions are
then in effect.  If any such shares or
other securities are issued on a noncertificated basis in accordance with Section 4
hereof, then the Company shall adopt alternative measures to ensure that any
such restrictions are properly observed.


 


8.                                       Rights as Stockholder. 
The Optionee shall have no rights as a stockholder with respect to any
shares covered by this Option until the date of issuance of a stock certificate
to him for such shares or such shares are otherwise issued on a noncertificated
basis in accordance with Section 4 hereof. 
No adjustment shall be made for dividends or other rights for which the
record date is prior to the date on which any such shares are so issued.


 


9.                                     Termination or Amendment of Plan. 
The Board may terminate or amend the Plan at any time. No such
termination or amendment will affect rights and obligations under this Option,
to the extent it is then in effect and unexercised.


 


10.                               Effect Upon Employment. 
Nothing in this Option or the Plan shall be construed to impose any
obligation upon the Company or any Subsidiary to employ the Optionee or to
retain the Optionee in its employ.


 


3

















 


11.                               [Intentionally Omitted]


 


12.                               Notice of Disqualifying Disposition. 
The Optionee agrees to notify the Company promptly in the event that he
sells, transfers, exchanges or otherwise disposes of any shares of Stock issued
upon the exercise of the Option before the later of (a) the second
anniversary of the date of grant of the Option and (b) the first
anniversary of the date the shares were issued upon his exercise of the Option.


 


13.                               [Intentionally Omitted]


 


14.                               General Provisions.


 


(a)                                Amendment; Waivers. 
This Agreement, including the Plan, contains the full and complete
understanding and agreement of the parties hereto as to the subject matter
hereof and, except as otherwise permitted by the express terms of the Plan and
this Agreement, it may not be modified or amended nor may any provision hereof
be waived, except by a further written agreement duly signed by each of the
parties; provided, however, that a modification or amendment that does not
materially diminish the rights of the Optionee hereunder, as they may exist
immediately before the effective date of the modification or amendment, shall
be effective upon written notice of its provisions to the Optionee. The waiver
by either of the parties hereto of any provision hereof in any instance shall
not operate as a waiver of any other provision hereof or in any other instance.


 


(b)                               Binding Effect. 
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
representatives, successors and assigns.


 


(c)                                 Governing Law.  This
Agreement has been executed in Massachusetts and shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.


 


(d)                                Construction. 
This Agreement is to be construed in accordance with the terms of the
Plan. In case of any conflict between the Plan and this Agreement, the Plan
shall control. The titles of the sections of this Agreement and of the Plan are
included for convenience only and shall not be construed as modifying or
affecting their provisions. The masculine gender shall include both sexes; the
singular shall include the plural and the plural the singular unless the
context otherwise requires. Capitalized terms not defined herein shall have the
meanings given to them in the Plan.


 


(e)                                 Notices.  Any notice in
connection with this Agreement shall be deemed to have been properly delivered
if it is in writing and is delivered by hand or facsimile or sent by registered
mail, postage prepaid, to the party addressed as follows, unless another
address has been substituted by notice so given:


 


	
  To the Optionee:

  	
  To his address as set
  forth on the signature page hereof.

  
	
   

  	
   

  
	
  To the Company:

  	
  Enterprise
  Bancorp, Inc.

  
	
   

  	
  222 Merrimack Street

  



 


4

















 


	
   

  	
  Lowell, Massachusetts
  01852

  
	
   

  	
  Attn: Mr. James A.
  Marcotte

  



 


5
















 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed as a sealed instrument by its
officer thereunto duly authorized as of the date set forth below.


 


	
  Date of grant: XXXX XX,
  20XX

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE BANCORP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


6

















 


ACCEPTANCE


 


I hereby accept, as of
the date of grant, the foregoing Option, an incentive stock option, in
accordance with its terms and conditions and in accordance with the terms and
conditions of the Enterprise Bancorp, Inc. 2009 Stock Incentive Plan.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature of Optionee)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


7

















 


Exhibit 1 to


Incentive Stock


Option Agreement


 


	
  Employee name
  (“Optionee”):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of grant:

  	
   

  	
  XXXX XX, 20XX

  
	
   

  	
   

  	
   

  
	
  Number of shares
  granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise price:

  	
   

  	
  $XX.XX per share
  (subject to adjustment as provided in this Agreement and in the Plan)

  
	
   

  	
   

  	
   

  
	
  Vesting schedule:

  	
   

  	
   

  



 


	
   

  	
   

  	
  Incremental Amount

  	
   

  	
  Cumulative Amount

  	
   

  
	
   

  	
   

  	
  % of shares

  	
   

  	
  # of shares

  	
   

  	
  % of shares

  	
   

  	
  # of shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or after XXXX
  XX, 20XX

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  25

  	
  %

  	
   

  	
   

  
	
  On or after XXXX
  XX, 20XX

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
  On or after XXXX
  XX, 20XX

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  75

  	
  %

  	
   

  	
   

  
	
  On or after XXXX
  XX, 20XX

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


Notwithstanding
the foregoing vesting schedule, this Option shall become fully exercisable upon
the Optionee’s reaching age 62 while continuing to be employed by the Company
or a Subsidiary as of such date.


 


 


	
   

  	
   

  
	
   

  	
  [Name and title of
  authorized officer]

  



 

















 


Exhibit 2 to
Incentive Stock


 Option Agreement


 


[FORM FOR
EXERCISE OF INCENTIVE STOCK OPTION]

[SAMPLE ONLY]


 


Enterprise Bancorp, Inc.

222 Merrimack Street

Lowell, Massachusetts 01852


 


RE:                              Exercise
of Incentive Stock Option under Enterprise Bancorp, Inc. 2009 Stock
Incentive Plan


 


Gentlemen:


 


I hereby elect to
exercise the stock option granted to me on
                        ,
200     by and to the extent of purchasing
                      
shares of the Common Stock of Enterprise Bancorp, Inc. for the exercise price
of
$                  
per share, subject to the terms and conditions of the Incentive Stock Option
Agreement between myself and Enterprise Bancorp, Inc. dated as of
                                        ,
200     (the “Agreement”).


 


Enclosed please find
payment, in cash or in such other property as is permitted under the Enterprise
Bancorp, Inc. 2009 Stock Incentive Plan (the “Plan”), of the purchase
price for the shares.


 


I hereby confirm that I
have investigated and considered the possible income tax consequences of my
exercising the option, of any sale or other disposition by me of any shares
acquired upon the exercise of the option and, if I am making payment of any
part of the purchase price by delivery of shares of stock of Enterprise Bancorp, Inc.,
of my making such payment in that form.


 


I further agree to any
securities lock-up agreement between one or more underwriters and shareholders
of the Company who are officers or employees of the Company or a Subsidiary,
and any successor to that agreement, with regard to the shares acquired upon
this exercise of my stock option.


 


I hereby specifically
confirm to Enterprise Bancorp, Inc. that I am acquiring the shares for
investment and not with a view to their sale or distribution, and that the
shares shall be held subject to all of the terms and conditions of the Plan and
the Agreement.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  (Signed
  by                  
  or other party duly

  
	
   

  	
   

  	
  exercising option)