Exhibit
10.47


 


AMENDMENT
NO. 2


TO


CHANGE
IN CONTROL/NONCOMPETITION AGREEMENT


Dated as of December
13, 2006


Reference
is made to that certain Change in Control/Noncompetition Agreement dated as of
August 1, 2001, as amended by Amendment No. 1 thereto dated as of July 15, 2005
(the “Agreement”), by and among Enterprise Bancorp, Inc. (the “Company”) and
Enterprise Bank and Trust Company (the “Bank” and together with the Company,
the “Employers”) and Robert R. Gilman (the “Executive”).


WHEREAS, the
Employers and the Executive are in mutual agreement that certain changes to the
Agreement, which would become effective as of January 1, 2007 (the “Effective
Date”), would be advisable;


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Employers and the Executive hereby agree as follows:


Effective
as of the Effective Date, the Agreement shall be amended, such that the various
provisions of the Agreement referenced below shall be amended as set forth
below.


Amendment
to Section 4(a)(vii). 
Section 4(a)(vii) shall be amended and restated in its entirety to read
as follows:


any other compensation
and benefits as may be provided in accordance with the terms and provisions of
any other agreements between the Executive and either of the Employers and any
applicable plans, programs, procedures and practices of the Employers;


Amendment to Section 4(c).  Section 4(c) shall be amended and restated in
its entirety to read as follows:


(c)           For purposes of this Section 4, the
Executive’s “Highest Annual Compensation” shall mean, as determined as of any
Date of Termination, the sum of (i) the highest per annum rate of base salary
paid by the Employers to the Executive at any time during the three-year period
prior to such Date of Termination and (ii) the highest annual cash performance
bonus or other annual cash incentive compensation paid by the Employers to the
Executive, including all such cash amounts paid to the Executive individually
and as part of an employee or executive officer group (or which would have been
paid but for an election by the Executive to defer payment to a later period),
with respect to any of the three most recently completed fiscal years of the
Employers prior to such Date of Termination.













Amendment to Section 8(c).  In Section 8(c), clause (ii), contained in
the eleventh through fourteenth lines thereof, shall be deleted in its entirety
and clause (iii) shall be redesignated as clause (ii) and amended and restated
in its entirety to read as follows:


(ii) the annual cash
performance bonus or other annual cash incentive compensation paid by the
Employers to the Executive, including all such cash amounts paid to the Executive
individually and as part of an employee or executive officer group (or which
would have been paid but for an election by the executive to defer payment to a
later date), with respect to the most recently completed fiscal year prior to
such date on which the Executive’s employment with the Bank is terminated.


The Agreement, as amended by this Amendment No. 2, is
and shall continue to be in full force and effect and shall not be affected by
this Amendment No.2, except and only to the extent specified above.


IN WITNESS WHEREOF, the undersigned Executive has
hereunto set his hand and each of the Employers has caused this Amendment No. 2
to be executed in its name and on its behalf by a duly authorized officer, in
each case as an instrument under seal and as of the date set forth above.


	
  

  	
  ENTERPRISE
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George L.
  Duncan

  
	
   

  	
   

  	
  George L. Duncan

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE BANK
  AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George L.
  Duncan

  
	
   

  	
   

  	
  George L. Duncan

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert R.
  Gilman

  
	
   

  	
   

  	
  Robert R. Gilman

  



 



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