EXHIBIT 10.1


ENTERPRISE FINANCIAL SERVICES CORP
 EXECUTIVE EMPLOYMENT AGREEMENT


          THIS AGREEMENT, is made by and between __________________ (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”), effective as of __________, 2006 (the “Effective Date”). 


          WITNESSETH: 


          WHEREAS, Executive desires to be employed or to continue to be employed by the Company, and the Company desires to employ or continue to employ Executive, on the terms, covenants and conditions hereinafter set forth in this Agreement. 


          NOW, THEREFORE, for the reasons set forth above, and in consideration of the mutual promises and agreements herein set forth, the Company and Executive agree as follows: 


          1.        Employment.  Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive for the Contract Term as hereafter defined.  During the Contract Term, Executive shall serve in an executive capacity and shall have such duties and responsibilities as the Board of Directors (the “Board”) may from time to time specify. Executive shall comply with all policies and procedures of the Company generally applicable to executive employees of the Company.  Executive hereby accepts such employment and agrees to serve the Company in such capacities for the term of this Agreement. 


          2.        Term of Employment.  Except as otherwise provided herein, the term of this Agreement shall be for a term commencing on the Effective Date and extend for 36 months.     


          3.        Devotion to Duties.  Executive agrees to continue to represent The Company to employees and clients in high regards in order to ensure the Companies long-term success. Executive agrees that during the Employment Term he will devote his skill, knowledge, commercial efforts and working time to the conscientious and faithful performance of his duties and responsibilities to the Company. Executive will use his best good faith efforts to promote the success of the Company’s business and will cooperate fully with the Board in the advancement of the best interests of the Company.  


          4.        Compensation of Executive Base Salary.  During the Employment Term, the Company shall pay to Executive as compensation for the services to be performed by the Executive a base salary (the “Base Salary”) of ______________ for the first year from the Effective Date, _____________________ for the second year from the Effective Date, ______________ for the third year from the Effective Date. This contract after the third anniversary will be renewable for two years at ___________ per year, if agreed, in writing, by both parties. The parties will undertake renewal discussions at least 90 days prior to end of the Term of Employment. The Base Salary shall be payable in installments in accordance with the Company’s normal payroll practice and shall be subject to such withholding as may be required by law.  The Base
Salary may be adjusted from time to time in the sole discretion of the Board, but shall not be reduced without the consent of Executive. 








	
   
 	
  
          4.1       Targeted   Bonus.  There will be no bonus eligible during the   Employment Term.
  
	
   
 	
   
 
	
   
 	
            4.2       Benefits.  Executive shall   be entitled to participate, during the Employment Term, in all regular   employee benefit and deferred compensation plans established by the Company   including, without limitation, any savings and profit sharing plan, incentive   stock plan, dental and medical plans, life insurance and disability   insurance, such participation to be as provided in said employee benefit   plans in accordance with the terms and conditions thereof as in effect from   time to time and subject to any applicable waiting period.  Executive shall also be entitled to paid vacation   during each year of the Employment Term in accordance with the Company’s   vacation policy, provided that any vacation not used in any year shall be   forfeited and not carried over to any subsequent year.
  
	
   
 	
   
 
	
   
 	
  
          4.3       Reimbursement   of Expenses.  The   Company will provide for the payment or reimbursement of all reasonable and   necessary expenses incurred by the Executive in connection with the   performance of his duties under this Agreement in accordance with the   Company’s expense reimbursement policy, as such may change from time to time.
  
	
   
 	
   
 
	
   
 	
  
5.      Termination   of Employment.
  
	
   
 	
   
 
	
   
 	
            5.1       Termination   for Cause.    “Termination for Cause”, as hereinafter defined, may be effected by   the Company at any time during the term of this Agreement by written   notification to Executive, specifying in detail the basis for the Termination   for Cause. Upon Termination for Cause, Executive shall immediately be paid   all accrued salary, bonus compensation to the extent earned for the calendar   year immediately preceding termination, vested deferred compensation, if any,   (other than pension plan or profit sharing plan benefits which will be paid   in accordance with the terms of the applicable plan), any benefits under any   plans of the Company in which the Executive is a participant to the full   extent of the Executive’s rights under such plans, accrued vacation pay for   the year in which termination occurs,
and any appropriate business expenses   incurred by Executive reimbursable by the Company in connection with his   duties hereunder, all to the date of termination, but Executive shall not be   paid any other compensation or reimbursement of any kind, including without   limitation, severance compensation.    “Termination for Cause” shall mean termination by the Company of   Executive’s employment by the Company by reason of (a) an order of any   federal or state regulatory authority having jurisdiction over the Company,   (b) the willful failure of Executive substantially to perform his duties   hereunder (other than any such failure due to Executive’s physical or mental   illness); (c) a willful breach by Executive of any material provision of this   Agreement or of any other written agreement with the Company or any of its   Affiliates; (d) Executive’s commission of a crime that constitutes a felony   or other crime of moral turpitude or criminal fraud; (e) chemical or
alcohol   dependency which materially and adversely affects Executive’s performance of   his duties under this Agreement; (f) any act of disloyalty or breach of   responsibilities to the Company by the Executive which is intended by the   Executive to cause material harm to the Company; (g) misappropriation (or   attempted misappropriation) of any of the Company’s funds or property; or (h)   Executive’s material violation of any Company policy applicable to Executive.
  



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          5.2       Termination   Other Than for Cause.  Notwithstanding any other provisions of   this Agreement, the Company may effect a “Termination Other Than For Cause”,   as hereinafter defined, at any time upon giving written notice to Executive   of such termination.  Upon any   Termination Other Than for Cause, subject to Executive’s compliance with the   terms and conditions contained in this Agreement, Executive shall within 30   days after such termination be paid all accrued salary, bonus compensation to   the extent earned for the calendar year immediately preceding termination,   vested deferred compensation (other than pension plan or profit sharing plan   benefits which will be paid in accordance with the applicable plan), accrued   vacation pay for the year in which termination occurs, any benefits under any   plans of the
Company in which Executive is a participant to the full extent   of Executive’s rights under such plans, and any appropriate business expenses   incurred by Executive in connection with his duties hereunder, all to the   date of termination.  “Termination   Other Than for Cause” shall mean any termination by the Company of   Executive’s employment with the Company other than a termination pursuant to   subsection 5.1, 5.3, 5.4, 5.5 or 5.6. If there is a “Termination Other Than   For Cause”, Executive receives (1) year of severance as defined in 6.1 and   other restrictions shall remain including the non-compete and   non-solicitation in sections 9.1 and 9.2.
  
	
   
 	
   
 
	
   
 	
  
          5.3       Termination   by Reason of Disability.    If, during the term of this Agreement, the Executive, in the   reasonable judgment of the Board of Directors, (i) has failed to perform his   duties under this Agreement on account of illness or physical or mental   incapacity, and (ii) such illness or incapacity continues for a period of   more than 90 consecutive days, or 90 days during any 180 day period, the   Company shall have the right to terminate Executive’s employment hereunder by   written notification to Executive and payment to Executive of all accrued   salary, bonus compensation to the extent earned for the calendar year   immediately preceding termination, vested deferred compensation, if any,   (other than pension plan or profit sharing plan benefits which will be paid   in accordance with the applicable plans), accrued vacation
pay for the year   in which termination occurs, any benefits under any plans of the Company in   which Executive is a participant to the full extent of Executive’s rights under   such plans, and any appropriate business expenses incurred by Executive in   connection with his duties hereunder, all to the date of termination, but   Executive shall not be paid any other compensation or reimbursement of any   kind, including without limitation, severance compensation.
  
	
   
 	
   
 
	
   
 	
            5.4       Death.  In the event of Executive’s death during   the term of this Agreement, Executive’s employment shall be deemed to have   terminated as of the last day of the month during which his death occurs and the   Company shall pay to his estate or such beneficiaries as Executive may from   time to time designate all accrued salary, bonus compensation to the extent   earned for the calendar year immediately preceding termination, vested   deferred compensation (other than pension plan or profit sharing plan   benefits which will be paid in accordance with the applicable plan), any   benefits under any plans of the Company in which Executive is a participant   to the full extent of Executive’s rights under such plans, accrued vacation   pay for the year in which termination occurs, and any appropriate business   expenses
incurred by Executive in connection with his duties hereunder, all   to the date of termination, but Executive’s estate shall not be paid any   other compensation or reimbursement of any kind, including without   limitation, severance compensation.
  




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          5.5       Voluntary   Termination.  In the   event of a “Voluntary Termination,” as hereinafter defined, provided that the   Executive provides the Company with at least 90 days notice of such   termination (which notice and any requirement for service may be waived or   shortened by the Company), the Company shall within 30 days after such   termination pay all accrued salary, bonus compensation to the extent earned,   vested deferred compensation, if any, (other than pension plan or profit   sharing plan benefits which will be paid in accordance with the applicable   plans), any benefits under any plans of the Company in which Executive is a   participant to the full extent of Executive’s rights under such plans,   accrued vacation pay for the year in which termination occurs, and any   appropriate business expenses incurred by
Executive in connection with his   duties hereunder, all to the date of termination, but no other compensation   or reimbursement of any kind, including without limitation, severance   compensation. “Voluntary Termination” shall mean termination by Executive of   Executive’s employment other than (i) termination by reason of Executive’s   disability as described in subsection 5.3, (ii) termination by reason of   Executive’s death as described in subsection 5.4, (iii) Termination Upon a   Change in Control as described in subsection 5.6, (iv) Termination For Cause   as described in subsection 5.1, and (v) Termination Other Than for Cause as   described in subsection 5.2.
  
	
   
 	
   
 
	
   
 	
            5.6       Termination   Upon a Change in Control.    In the event of a “Termination Upon a Change in Control,” as   hereinafter defined, Executive shall immediately be paid all accrued salary,   bonus compensation to the extent earned, vested deferred compensation, if   any, (other than pension plan or profit sharing plan benefits which will be   paid in accordance with the applicable plans), any benefits under any plans   of the Company in which Executive is a participant to the full extent of   Executive’s rights under such plans, vacation pay for the year in which   termination occurs, and any appropriate business expenses incurred by   Executive in connection with his duties hereunder, all to the date of termination.   “Termination Upon a Change in Control” shall mean a termination by the   Company (other than a
Termination for Cause) or by Executive, in either case   within one year following a “Change in Control” as hereinafter defined.   “Change in Control” shall mean the date on which any of the following has   occurred:
  






	
   
 	
   
 	
  
           (a)          any   individual, entity or group (a “Person”), other than one or more of the   Company’s directors on the Effective Date of this Agreement or any Person   that any such director controls, becomes the beneficial owner of 50% or more   of the combined voting power of the then outstanding voting securities of the   Company entitled to vote generally in the election of directors of the   Company (the “Company Outstanding Voting Securities”);
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
             (b)          any   Person becomes the beneficial owner of 50% or more of the combined voting   power of the then outstanding voting securities of Enterprise Bank &   Trust entitled to vote generally in the election of directors of Enterprise   Bank & Trust (“Bank Outstanding Voting Securities”);
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
           (c)          consummation   of a reorganization, merger or consolidation (a “Business Combination”) of   the Company, unless, in each case, following such Business Combination (i)   all or substantially all of the Persons who were the beneficial owners,   respectively, of the Company Outstanding Voting Securities immediately prior   to such Business Combination beneficially own, directly or
  




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indirectly, more than a majority of the   combined voting power of the then outstanding voting securities entitled to   vote generally in the election of directors of the company resulting from   such Business Combination, (ii) no Person (excluding any company resulting   from such Business Combination) beneficially owns, directly or indirectly,   50% or more of the combined voting power of the then outstanding voting   securities entitled to vote generally in the election of directors of the   company resulting from such Business Combination except to the extent such   ownership existed prior to the Business Combination, and (iii) at least a   majority of the members of the Board of Directors of the company resulting   from the Business Combination are Continuing Directors (as hereinafter   defined) at the time of the execution of the definitive agreement, or the   action of the Board, providing for such Business Combination;
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
             (d)          consummation   of the sale, other than in the ordinary course of business, of more than 50%   of the combined assets of the Company and its subsidiaries in a transaction   or series of related transactions during the course of any twelve-month   period; or
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
           (e)          the   date on which Continuing Directors (as hereinafter defined) cease for any   reason to constitute at least a majority of the Board of Directors of the   Company.
  
	
   
 	
   
 	
   
 
	
   
 	
  
As used in this Section 5.6, the   definitions of the terms “beneficial owner” and “group” shall have the   meanings ascribed to those terms in Rule 13(d)(3) under the Securities   Exchange Act of 1934. As used in this Section 5.6, the term “Continuing   Directors” shall mean, as of any date of determination, (i) any member of the   Board of Directors on the Effective Date of this Agreement, (ii) any person   who has been a member of the Board of Directors for the two years immediately   preceding such date of determination, or (iii) any person who was nominated   for election or elected to the Board of Directors with the affirmative vote   of the greater of (A) a majority of the Continuing Directors who were members   of the Board of Directors at the time of such nomination or election or (B)   at least four Continuing Directors but excluding, for purposes of this clause   (iii), any such individual whose initial assumption of office
occurs as a   result of an actual or threatened election contest with respect to the   election or removal of directors or other actual or threatened solicitation   of proxies by or on behalf of a Person other than the Board of Directors of   the Company.  “Control” means the   direct or indirect ownership of voting securities constituting more than   fifty percent (50%) of the issued voting securities of a corporation.
  
	
   
 	
   
 	
   
 
	
   
 	
            5.7       Resignation   Upon Termination.   Effective upon any termination under this   Section 5 or otherwise, Executive shall automatically and without taking any   further actions be deemed to have resigned from all positions then held by   him with the Company and all of its Subsidiaries and Affiliates.
  
	
   
 	
   
 	
   
 




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          6.        Severance Compensation 

	
   
 	
  
          6.1     Termination   Upon Change in Control or Termination Other Than For Cause.  In the event Executive’s employment is   terminated in a Termination Upon a Change in Control or Termination Other   Than For Cause, Executive shall be paid the following as severance   compensation:
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (a)          Following   such termination of employment, an amount of one (1) year equal to the Base   Salary at the rate payable at the time of such termination plus (i) any   accrued and unpaid benefits due Executive under paragraph 4.3 of this   Agreement. Notwithstanding any provision in this paragraph (a) to the   contrary, Executive may, in Executive’s sole discretion, by delivery of a   notice to the Company within 30 days following a Termination Upon a Change in   Control and Termination Other Than For Cause, The executive would receive   from the Company a lump sum severance payment.  The Company shall also pay for the costs of COBRA coverage for   one year.
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
            (b)          In   the event that Executive is not otherwise entitled to fully exercise all   awards granted to him under any stock option or other compensation plan   maintained by the Company and any such plan does not otherwise provide for   acceleration of exercise ability upon the occurrence of the Change in Control   described herein, such awards shall become immediately exercisable upon a   Change in Control.
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (c)          All   restricted stock granted to Executive will vest and become transferable.
  
	
   
 	
   
 	
   
 
	
   
 	
  
          6.2     Termination   Upon Any Other Event.    In the event of a Voluntary Termination, Termination For Cause,   termination by reason of Executive’s disability pursuant to subsection 5.3 or   termination by reason of Executive’s death pursuant to subsection 5.4, Executive   or his estate shall not be paid any severance compensation.
  




          7.       Confidentiality.  Executive agrees to hold in strict confidence all non-public information concerning any matters affecting or relating to the business of the Company, its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data.  Executive agrees that he will not, directly or indirectly, use any such information for the benefit of others than the Company or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company who need to know such information, who
shall be informed by Executive of the confidential nature of such information and directed by Executive to treat such information confidentially.  Upon the Company’s request, Executive shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form.  The above limitations on use and disclosure shall not apply to information which Executive can demonstrate:  (a) was known to Executive before receipt thereof from the Company; (b) is learned by Executive from a third party entitled to disclose it; or (c) becomes known publicly other than through Executive; (c) is disclosed by Executive upon authority of the Board or any committee of the Board; (d) is 


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disclosed pursuant to any legal requirement or (e) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party.  The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 7 shall be a material breach of this Agreement.  The terms of this Section 7 shall survive and remain in effect following any termination of this Agreement. 


          8.        Use of Proprietary Information.  Executive recognizes that the Company possesses a proprietary interest in all of the information described in Section 7 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing. Executive expressly agrees that any products, inventions, discoveries or improvements made by Executive, his agents or affiliates, during the term of this Agreement, based on or arising out of the information described in Section 7 shall be the property of and inure to the exclusive benefit of the Company. Executive further agrees that any and all products, inventions, discoveries or improvements developed by
Executive (whether or not able to be protected by copyright, patent or trademark) in the scope of his employment, or involving the use of the Company’s time, materials or other resources, shall be promptly disclosed to the Company and shall become the exclusive property of the Company. 


          9.        Non-Competition Agreement. 

	
   
 	
             9.1      Non-Competition.  Executive agrees that, during the   Employment Term and for a period of one year following any termination of   such employment, Executive shall not, without the prior written consent of   the Company, directly or indirectly, own, manage, operate, control, be   connected with as an officer, employee, partner, consultant or otherwise, or   otherwise engage or participate in (except as an employee of the Company, or   Affiliate of it) any corporation or other business entity engaged in the   operation, ownership or management of a bank, trust company or financial   services business in Missouri or Kansas.    Notwithstanding the foregoing, the ownership by Executive of less than   (i) 5% of any class of the outstanding capital stock of any corporation   conducting such a competitive business which is regularly traded
on a   national securities exchange or in the over-the-counter market and (ii) less   than one-half of one percent of any other capital stock of any corporation   conducting such a competitive business, shall not be in a violation of the   foregoing covenant. Furthermore, in the event of a Voluntary Termination   under subsection 5.5, the aforementioned one (1) year shall instead be six   (6) months.
  
	
   
 	
   
 
	
   
 	
  
          9.2      Non-Solicitation.  During the Employment Term and for a   period of one year following any termination of such employment, Executive   shall not, except on behalf of or with the prior written consent of the   Company, directly or indirectly, entice or induce, or attempt to entice or   induce, any employee of the Company to leave such employ, or employ any such   person in any business similar to or in competition with that of the   Company.  Executive hereby   acknowledges and agrees that the provisions set forth in this subsection 9.2   constitute a reasonable restriction on his ability to compete with the   Company.
  



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          9.3       Saving   Provision.  The parties   hereto agree that, in the event a court of competent jurisdiction shall   determine that the geographical or durational elements of this covenant are   unenforceable, such determination shall not render the entire covenant   unenforceable. Rather, the excessive aspects of the covenant shall be reduced   to the threshold which is enforceable, and the remaining aspects shall not be   affected thereby.
  
	
   
 	
   
 
	
   
 	
  
          9.4       Equitable   Relief.  Executive   acknowledges that the extent of damages to the Company from a breach of   Sections 7, 8 and 9 of this Agreement would not be readily quantifiable or   ascertainable, that monetary damages would be inadequate to make the Company   whole in case of such a breach, and that there is not and would not be an   adequate remedy at law for such a breach.    Therefore, Executive specifically agrees that the Company is entitled   to injunctive or other equitable relief (without any requirement to post any   bond or other security) from a breach of Sections 7, 8 and 9 of this   Agreement, and hereby waives and covenants not to assert against a prayer for   such relief that there exists an adequate remedy at law, in monetary damages   or otherwise.
  
	
   
 	
   
 
	
   
 	
            9.5       Change   of Control or Termination Other Than For Cause.  If after any Change of Control or   Termination Other Than For Cause, Executive’s employment is terminated under   circumstances such that Executive does not receive severance compensation   pursuant to Section 6.1, Executive shall not be subject to the restrictions   of this Section 9.1 unless the Company continues to pay either as a lump sum   or without interruption Executive’s Base Salary at the rate in effect   immediately prior to such termination and then only so long as such payments   are continued without interruption for a period of up to one year after   termination.
  




          10.       Assignment.   This Agreement shall not be assignable by Executive and shall not be assignable by the Company except by operation of law or to a successor entity acquiring all or substantially all the Company’s business or assets.  No such assignment shall affect any determination of whether such assignment involves a Change of Control for purposes of this Agreement.  In the event of any assignment permitted hereby, the duties and responsibilities of Executive performed for the assignee shall not, without the written consent of Executive, be materially increased, altered or diminished in a manner inconsistent with Executive’s duties and responsibilities hereunder for the Company. 


          11.       Entire Agreement.  This Agreement and any agreements entered into after the date hereof under any of the Company’s benefit plans or compensation programs as described in Section 4 contain the complete agreement concerning the employment arrangement between the parties, including without limitation severance or termination pay, and shall, as of the Effective Date, supersede all other agreements or arrangements between the parties with regard to the subject matter hereof. 


          12.       Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. The obligations of the Company under this Agreement shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business or similar event relating to the Company.  This Agreement shall not be terminated by reason of any merger, consolidation or reorganization of the Company, but shall be binding upon and inure to the benefit of the surviving or resulting entity. 


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          13.       Modification.  No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless authorized by the Board and reduced to in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties thereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 


          14.       Severability.  All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. 


          15.       Manner of Giving Notice.  All notices, requests and demands to or upon the respective parties hereto shall be sent by hand, certified mail, overnight air courier service, in each case with all applicable charges paid or otherwise provided for, addressed as follows, or to such other address as may hereafter be designated in writing by the respective parties hereto: 


	
   
 	
  To Company:
  	
  
To Executive: at his current
  
	
   
 	
  
Enterprise Financial Services Corp
  	
  
residential address on file with
  
	
   
 	
  
150 North Meramec
  	
  
the Company.
  
	
   
 	
  
Clayton, Missouri 63105
  	
   
 
	
   
 	
  
Attention:         President
  	
   
 
	
   
 	
  
                       and   Corporate Secretary
  	
   
 




          Such notices, requests and demands shall be deemed to have been given or made on the date of delivery if delivered by hand or by telecopy and on the next following date if sent by mail or by air courier service. 


          16.       Remedies.  In the event of a breach of this Agreement, the non-breaching party shall be entitled to such legal and equitable relief as may be provided by law, and shall further be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in enforcing the non-breaching party’s rights hereunder. 


          17.       Headings.  The headings have been inserted for convenience only and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement. 


          18.       Choice of Law.  It is the intention of the parties hereto that this Agreement and the performance hereunder be construed in accordance with, under and pursuant to the laws of the State of Missouri without regard to the jurisdiction in which any action or special proceeding may be instituted. 


          19.       Taxes.  The company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law. 


          20.       Voluntary Agreement; No Conflicts.  Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to any other person or entity that would affect or conflict with any of Executive’s obligations pursuant to such employment, and that the complete performance of the 


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obligations pursuant to Executive’s employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound.  The Company will not request or require, and Executive agrees not to use, in the course of Executive’s employment with the Company, any information obtained in Executive’s employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law, regulation, order or decree of any governmental or judicial body. 


          21.       Certain Definitions.  As used herein, the following definitions shall apply: 


          “Affiliate” with respect to any person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. 


          “Control” With respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. 


          “Person” Any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity. 


          “Subsidiary” With respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person. 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first stated above. 

	
   
 	
  ENTERPRISE FINANCIAL SERVICES CORP
  
	
   
 	
   
 	
   
 
	
   
 	
  
By:
  	
   
 
	
   
 	
   
 	

  

	 
	 
	 

	
   
 	
  
Title:
  	
  _______________________________________________________________________
 
	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 
	
   
 	
  
EXECUTIVE:
  
	
   
 	
   
 	
   
 
	
   
 	
   _________________________________________________________________________________
 




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ENTERPRISE FINANCIAL SERVICES CORP
 EXECUTIVE EMPLOYMENT AGREEMENT


          THIS AGREEMENT, is made by and between __________________ (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware Corporation (the “Company”), effective as of __________, 2006 (the “Effective Date”). 


          WITNESSETH: 


          WHEREAS, Executive desires to be employed or to continue to be employed by the Company, and the Company desires to employ or continue to employ Executive, on the terms, covenants and conditions hereafter set forth in this Agreement. 


          NOW, THEREFORE, for the reasons set forth above, and in consideration of the mutual promises and agreements herein set forth, the Company and Executive agree as follows: 


          22.       Employment.  Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive for the Contract Term as hereafter defined.  During the Contract Term, Executive shall serve in an executive capacity and shall have such duties and responsibilities as the Board of Directors (the “Board”) may from time to time specify, including taking positions with subsidiaries of the Company.  Executive shall comply with all polices and procedures of the Company generally applicable to executive employees of the Company. Executive hereby accepts such employment and agrees to serve the Company in such capacities for the term of this Agreement. 


          23.       Term of Employment.  Except as otherwise provided herein, the term of this Agreement shall be for a term commencing on the Effective Date and extending for two years. This Agreement can be renewed for one year subject to the written approval to renew of both parties provided at least ninety days prior to the expiration of the Term. 


          24.       Devotion to Duties.  Executive agrees that during the Employment Term he will devote all of his skill, knowledge, commercial efforts and working time to the conscientious and faithful performance of his duties and responsibilities to the Company (except for (i) permitted vacation time and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive’s duties hereunder:  (A) such reasonable time as may be devoted to the fulfillment of Executive’s civic and charitable activities and (B) such reasonable time as may be necessary from time to time for personal financial matters). Executive will use his best good faith efforts to promote the success of the Company’s business and will cooperate fully with the Board in the advancement of the best interests of the
Company. If requested by the Board, Executive will agree to serve as a director or officer of any of the Company’s Subsidiaries without additional compensation. 


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25.     Compensation   of Executive.
  
	
   
 	
   
 
	
   
 	
  
          25.1     Base Salary.  During the Employment Term, the Company   shall pay to Executive as compensation for the services to be performed by   the Executive a base salary of ________________ per year (the “Base   Salary”).  The Base Salary shall be   payable in installments in accordance with the Company’s normal payroll   practice and shall be subject to such withholding as may be required by   law.  The Base Salary may be adjusted   from time to time in the sole discretion of the Board, but shall not be   reduced without the consent of Executive.
  
	
   
 	
   
 
	
   
 	
            25.2     Targeted Bonus.   In addition to the compensation set forth elsewhere in this Section 4, for   each calendar year during the Employment Term and any extensions thereof, the   Executive shall qualify for a targeted annualized bonus (“Targeted Bonus”)   based upon meeting established targeted goals.  No later than the Company’s January Board meeting, the Company   and Executive shall agree upon certain targeted financial and operating goals   (“Targets”) for that calendar year.    The established Targets shall be consistent with the financial plan   for the Company as adopted by the Company’s Board. Within 75 days after the   end of each calendar year, the Company’s Chief Executive Officer in   collaboration with the Board (or a committee of the Board to which the Board   has delegated such authority) shall
make a good faith determination as to the   extent to which the Targets have been met for the preceding calendar   year.  If the Targets have been met,   then Executive shall receive a Targeted Bonus for such preceding year.  In the event that the established Targets   are exceeded, then Executive shall be entitled to receive additional bonus   amounts above the Targeted Bonus as the Company’s Chief Executive Officer in   collaboration with the Board (or such committee) may determine in their   discretion. If the Company’s Chief Executive Officer in collaboration with   the Board (or such committee of the Board) determines that the Targets have   not been fully met, but minimum thresholds as may be established by the   Company’s Chief Executive Officer in collaboration with the Board (or such   committee) have been met, the Company’s Chief Executive Officer in   collaboration with the Board (or such committee) shall make a good faith   determination as to the extent that
the Targets have been met and determine   the amount of such Targeted Bonus to be awarded to the Executive based   proportionately upon the extent to which the Targets are determined to have   been met.  Executive shall also be   eligible to receive such other bonuses or incentive payments as may be   approved by the Board of Directors.
  
	
   
 	
   
 
	 
	           25.3     Benefits. Executive shall be entitled to participate, during the Employment Term, in all regular employee benefit and deferred compensation plans established by the Company including, without limitation, any savings and profit sharing plan, incentive stock plan, dental and medical plans, life insurance and disability insurance, such participation to be as provided in said employee benefit plans in accordance with the terms and conditions thereof as in effect from time to time and subject to any applicable waiting period.  Executive shall also be entitled to paid vacation during each year of the Employment Term in accordance with the Company’s vacation policy, provided that any vacation not used in any year shall be forfeited and not carried over to any subsequent year.

	
   
 	
   
 
	
   
 	
             25.4     Reimbursement of Expenses.  The Company will provide for the payment or reimbursement of all reasonable and necessary expenses incurred by the Executive in connection with the performance of his duties under this Agreement in accordance with the Company’s expense reimbursement policy, as such may change from time to time.
 




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26.     Termination   of Employment.
  
	
   
 	
   
 
	
   
 	
            26.1     Termination for   Cause.  “Termination   for Cause”, as hereinafter defined, may be effected by the Company at any   time during the term of this Agreement by written notification to Executive,   specifying in detail the basis for the Termination for Cause. Upon   Termination for Cause, Executive shall immediately be paid all accrued   salary, bonus compensation to the extent earned for the calendar year   immediately preceding termination, vested deferred compensation, if any,   (other than pension plan or profit sharing plan benefits which will be paid   in accordance with the terms of the applicable plan), any benefits under any   plans of the Company in which the Executive is a participant to the full   extent of the Executive’s rights under such plans, accrued vacation pay for   the year in which termination occurs, and any
appropriate business expenses   incurred by Executive reimbursable by the Company in connection with his   duties hereunder, all to the date of termination, but Executive shall not be   paid any other compensation or reimbursement of any kind, including without   limitation, severance compensation.    “Termination for Cause” shall mean termination by the Company of   Executive’s employment by the Company by reason of (a) an order of any   federal or state regulatory authority having jurisdiction over the Company,   (b) the willful failure of Executive substantially to perform his duties   hereunder (other than any such failure due to Executive’s physical or mental   illness); (c) a willful breach by Executive of any material provision of this   Agreement or of any other written agreement with the Company or any of its   Affiliates; (d) Executive’s commission of a crime that constitutes a felony   or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol
  dependency which materially and adversely affects Executive’s performance of   his duties under this Agreement; (f) any act of disloyalty or breach of   responsibilities to the Company by the Executive which is intended by the   Executive to cause material harm to the Company; (g) misappropriation (or   attempted misappropriation) of any of the Company’s funds or property; or (h)   Executive’s material violation of any Company policy applicable to Executive.
  
	
   
 	
   
 
	
   
 	
            26.2     Termination   Other Than for Cause. Notwithstanding any other provisions of   this Agreement, the Company may effect a “Termination Other Than For Cause”,   as hereinafter defined, at any time upon giving written notice to Executive   of such termination.  Upon any   Termination Other Than for Cause, subject to Executive’s compliance with the   terms and conditions contained in this Agreement, Executive shall within 30   days after such termination be paid all accrued salary, bonus compensation to   the extent earned for the calendar year immediately preceding termination,   vested deferred compensation (other than pension plan or profit sharing plan   benefits which will be paid in accordance with the applicable plan), accrued   vacation pay for the year in which termination occurs, any benefits under any   plans of the Company in
which Executive is a participant to the full extent   of Executive’s rights under such plans, and any appropriate business expenses   incurred by Executive in connection with his duties hereunder, all to the   date of termination.  “Termination   Other Than for Cause” shall mean any termination by the Company of   Executive’s employment with the Company other than a termination pursuant to   subsection 5.1, 5.3, 5.4, 5.5 or 5.6. If there is a “Termination Other Than   For Cause”, Executive receives six (6) months of severance as defined in 6.1   and other restrictions shall remain including the non-compete and   non-solicitation in sections 9.1 and 9.2.
  




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          26.3     Termination by   Reason of Disability.    If, during the term of this Agreement, the Executive, in the   reasonable judgment of the Board of Directors, (i) has failed to perform his   duties under this Agreement on account of illness or physical or mental   incapacity, and (ii) such illness or incapacity continues for a period of   more than 90 consecutive days, or 90 days during any 180 day period, the   Company shall have the right to terminate Executive’s employment hereunder by   written notification to Executive and payment to Executive of all accrued   salary, bonus compensation to the extent earned for the calendar year   immediately preceding termination, vested deferred compensation, if any,   (other than pension plan or profit sharing plan benefits which will be paid   in accordance with the applicable plans), accrued vacation pay for the
year   in which termination occurs, any benefits under any plans of the Company in   which Executive is a participant to the full extent of Executive’s rights   under such plans, and any appropriate business expenses incurred by Executive   in connection with his duties hereunder, all to the date of termination, but Executive   shall not be paid any other compensation or reimbursement of any kind,   including without limitation, severance compensation.
  
	
   
 	
   
 
	
   
 	
   
 
	
   
 	
            26.4     Death.  In the event of Executive’s death during   the term of this Agreement, Executive’s employment shall be deemed to have   terminated as of the last day of the month during which his death occurs and   the Company shall pay to his estate or such beneficiaries as Executive may   from time to time designate all accrued salary, bonus compensation to the extent   earned for the calendar year immediately preceding termination, vested   deferred compensation (other than pension plan or profit sharing plan   benefits which will be paid in accordance with the applicable plan), any   benefits under any plans of the Company in which Executive is a participant   to the full extent of Executive’s rights under such plans, accrued vacation   pay for the year in which termination occurs, and any appropriate business   expenses incurred by
Executive in connection with his duties hereunder, all   to the date of termination, but Executive’s estate shall not be paid any   other compensation or reimbursement of any kind, including without   limitation, severance compensation.
  
	
   
 	
   
 
	
   
 	
  
          26.5     Voluntary   Termination.  In the   event of a “Voluntary Termination,” as hereinafter defined, provided that the   Executive provides the Company with at least 90 days notice of such   termination (which notice and any requirement for service may be waived or   shortened by the Company), the Company shall within 30 days after such   termination pay all accrued salary, bonus compensation to the extent earned,   vested deferred compensation, if any, (other than pension plan or profit   sharing plan benefits which will be paid in accordance with the applicable   plans), any benefits under any plans of the Company in which Executive is a   participant to the full extent of Executive’s rights under such plans,   accrued vacation pay for the year in which termination occurs, and any   appropriate business expenses incurred by Executive in
connection with his   duties hereunder, all to the date of termination, but no other compensation   or reimbursement of any kind, including without limitation, severance   compensation. “Voluntary Termination” shall mean termination by Executive of   Executive’s employment other than (i) termination by reason of Executive’s   disability as described in subsection 5.3, (ii) termination by reason of   Executive’s death as described in subsection 5.4, and (iii) Termination Upon   a Change in Control as described in subsection 5.6, (iv) Termination For   Cause as described in subsection 5.1, and (v) Termination Other Than for   Cause as described in subsection 5.2.
  



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          26.6     Termination   Upon a Change in Control.    In the event of a “Termination Upon a Change in Control,” as   hereinafter defined, Executive shall immediately be paid all accrued salary,   bonus compensation to the extent earned, vested deferred compensation, if   any, (other than pension plan or profit sharing plan benefits which will be   paid in accordance with the applicable plans), any benefits under any plans   of the Company in which Executive is a participant to the full extent of   Executive’s rights under such plans, vacation pay for the year in which   termination occurs, and any appropriate business expenses incurred by   Executive in connection with his duties hereunder, all to the date of   termination, and all severance compensation provided in subsection 6.1.   “Termination Upon a Change in Control” shall mean a
termination by the Company   (other than a Termination for Cause) or by Executive, in either case within   one year following a “Change in Control” as hereinafter defined.  “Change in Control” shall mean the date on   which any of the following has occurred:
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (a)          any   individual, entity or group (a “Person”), other than one or more of the   Company’s directors on the Effective Date of this Agreement or any Person   that any such director controls, becomes the beneficial owner of 50% or more   of the combined voting power of the then outstanding voting securities of the   Company entitled to vote generally in the election of directors of the   Company (the “Company Outstanding Voting Securities”);
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
            (b)          any   Person becomes the beneficial owner of 50% or more of the combined voting   power of the then outstanding voting securities of Enterprise Bank &   Trust entitled to vote generally in the election of directors of Enterprise   Bank & Trust (“Bank Outstanding Voting Securities”);
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (c)          consummation   of a reorganization, merger or consolidation (a “Business Combination”) of   the Company, unless, in each case, following such Business Combination (i)   all or substantially all of the Persons who were the beneficial owners,   respectively, of the Company Outstanding Voting Securities immediately prior   to such Business Combination beneficially own, directly or indirectly, more   than a majority of the combined voting power of the then outstanding voting   securities entitled to vote generally in the election of directors of the   company resulting from such Business Combination, (ii) no Person (excluding   any company resulting from such Business Combination) beneficially owns,   directly or indirectly, 50% or more of the combined voting power of the then outstanding   voting securities entitled to vote generally in
the election of directors of   the company resulting from such Business Combination except to the extent   such ownership existed prior to the Business Combination, and (iii) at least   a majority of the members of the Board of Directors of the company resulting   from the Business Combination are Continuing Directors (as hereinafter   defined) at the time of the execution of the definitive agreement, or the   action of the Board, providing for such Business Combination;
  



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          (d)          consummation   of the sale, other than in the ordinary course of business, of more than 50%   of the combined assets of the Company and its subsidiaries in a transaction   or series of related transactions during the course of any twelve-month   period; or
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (e)          the   date on which Continuing Directors (as hereinafter defined) cease for any   reason to constitute at least a majority of the Board of Directors of the   Company.
  
	
   
 	
   
 	
   
 
	
   
 	
  
As used in this Section 5.6, the   definitions of the terms “beneficial owner” and “group” shall have the   meanings ascribed to those terms in Rule 13(d)(3) under the Securities   Exchange Act of 1934. As used in this Section 5.6, the term “Continuing   Directors” shall mean, as of any date of determination, (i) any member of the   Board of Directors on the Effective Date of this Agreement, (ii) any person   who has been a member of the Board of Directors for the two years immediately   preceding such date of determination, or (iii) any person who was nominated   for election or elected to the Board of Directors with the affirmative vote   of the greater of (A) a majority of the Continuing Directors who were members   of the Board of Directors at the time of such nomination or election or (B)   at least four Continuing Directors but excluding, for purposes of this clause   (iii), any such individual whose initial assumption of office
occurs as a   result of an actual or threatened election contest with respect to the   election or removal of directors or other actual or threatened solicitation   of proxies by or on behalf of a Person other than the Board of Directors of   the Company.  “Control” means the   direct or indirect ownership of voting securities constituting more than   fifty percent (50%) of the issued voting securities of a corporation.
  
	
   
 	
   
 	
   
 
	
   
 	
            26.7     Resignation   Upon Termination. Effective upon any termination under this   Section 5 or otherwise, Executive shall automatically and without taking any   further actions be deemed to have resigned from all positions then held by   him with the Company and all of its Subsidiaries and Affiliates.
  
	
   
 	
   
 	
   
 
	
   
 	
  
27.     Severance   Compensation
  
	
   
 	
   
 	
   
 
	
   
 	
  
          27.1     Termination   Upon Change in Control or Termination Other Than For Cause.  In the event Executive’s employment is   terminated in a Termination Upon a Change in Control or Termination Other   Than For Cause, Executive shall be paid the following as severance   compensation:
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (a)          Following   such termination of employment, an amount equal to six (6) months of Base   Salary at the rate payable at the time of such termination plus (i) any   accrued and unpaid benefits due Executive under paragraph 4.3 of this   Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the   Base Salary then in effect) for the year in which such termination of   employment occurs (determined as though all requisite targets were fully and   completely achieved). Notwithstanding any provision in this paragraph (a) to   the contrary, Executive may, in Executive’s sole discretion, by delivery of a   notice to the Company within 30 days following a Termination Upon a Change in   Control, The executive would receive from the Company a lump sum severance   payment.  The Company shall also pay   the costs of COBRA
coverage for six months.
  



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          (b)          In   the event that Executive is not otherwise entitled to fully exercise all   awards granted to him under any stock option or other compensation plan   maintained by the Company and any such plan does not otherwise provide for   acceleration of exercise ability upon the occurrence of the Change in Control   described herein, such awards shall become immediately exercisable upon a   Change in Control.
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
          (c)          All   restricted stock granted to Executive will vest and become transferable.
  
	
   
 	
   
 	
   
 
	
   
 	
  
          27.2    Termination Upon Any   Other Event.  In the   event of a Voluntary Termination, Termination For Cause, termination by   reason of Executive’s disability pursuant to subsection 5.3 or termination by   reason of Executive’s death pursuant to subsection 5.4, Executive or his   estate shall not be paid any severance compensation.
  



          28.     Confidentiality.  Executive agrees to hold in strict confidence all non-public information concerning any matters affecting or relating to the business of the Company, its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data.  Executive agrees that he will not, directly or indirectly, use any such information for the benefit of others than the Company or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company who need to know such information, who shall be
informed by Executive of the confidential nature of such information and directed by Executive to treat such information confidentially.  Upon the Company’s request, Executive shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form.  The above limitations on use and disclosure shall not apply to information which Executive can demonstrate:  (a) was known to Executive before receipt thereof from the Company; (b) is learned by Executive from a third party entitled to disclose it; or (c) becomes known publicly other than through Executive; (c) is disclosed by Executive upon authority of the Board or any committee of the Board; (d) is disclosed pursuant to any legal requirement or (e) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party.  The parties hereto stipulate that all such information is material and confidential and gravely
affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 7 shall be a material breach of this Agreement.  The terms of this Section 7 shall survive and remain in effect following any termination of this Agreement. 


          29.     Use of Proprietary Information.  Executive recognizes that the Company possesses a proprietary interest in all of the information described in Section 7 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing. Executive expressly agrees that any products, inventions, discoveries or improvements made by Executive, his agents or affiliates, during the term of this Agreement, based on or arising out of the information described in Section 7 shall be the property of and inure to the exclusive benefit of the Company. Executive further agrees that any and all products, inventions, discoveries or improvements developed by Executive (whether
or not able to be protected by copyright, patent or trademark) in the scope of his employment, or involving the use of the Company’s time, materials or other resources, shall be promptly disclosed to the Company and shall become the exclusive property of the Company.


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30.      Non-Competition   Agreement.
  
	
   
 	
   
 
	
   
 	
  
          30.1     Non-Competition.  Executive agrees that, during the   Employment Term and for a period of six (6) months following any termination   of such employment, Executive shall not, without the prior written consent of   the Company, directly or indirectly, own, manage, operate, control, be connected   with as an officer, employee, partner, consultant or otherwise, or otherwise   engage or participate in (except as an employee of the Company, or Affiliate   of it) any corporation or other business entity engaged in the operation,   ownership or management of a bank, trust company or financial services   business in Missouri or Kansas. Notwithstanding the foregoing, the ownership   by Executive of less than 5% of any class of the outstanding capital stock of   any corporation conducting such a competitive business which is regularly   traded on a national
securities exchange or in the over-the-counter market   shall not be a violation of the foregoing covenant.
  
	
   
 	
   
 
	
   
 	
  
          30.2     Non-Solicitation.  During the Employment Term and for a   period of six (6) months following any termination of such employment,   Executive shall not, except on behalf of or with the prior written consent of   the Company, directly or indirectly, entice or induce, or attempt to entice   or induce, any employee of the Company to leave such employ, or employ any   such person in any business similar to or in competition with that of the   Company.  Executive hereby   acknowledges and agrees that the provisions set forth in this subsection 9.2   constitute a reasonable restriction on his ability to compete with the   Company.
  
	
   
 	
   
 
	
   
 	
            30.3     Saving   Provision.  The parties   hereto agree that, in the event a court of competent jurisdiction shall   determine that the geographical or durational elements of this covenant are   unenforceable, such determination shall not render the entire covenant   unenforceable. Rather, the excessive aspects of the covenant shall be reduced   to the threshold which is enforceable, and the remaining aspects shall not be   affected thereby.
  
	
   
 	
   
 
	
   
 	
  
          30.4     Equitable   Relief.  Executive   acknowledges that the extent of damages to the Company from a breach of   Sections 7, 8 and 9 of this Agreement would not be readily quantifiable or   ascertainable, that monetary damages would be inadequate to make the Company   whole in case of such a breach, and that there is not and would not be an   adequate remedy at law for such a breach.    Therefore, Executive specifically agrees that the Company is entitled   to injunctive or other equitable relief (without any requirement to post any   bond or other security) from a breach of Sections 7, 8 and 9 of this   Agreement, and hereby waives and covenants not to assert against a prayer for   such relief that there exists an adequate remedy at law, in monetary damages   or otherwise.
  
	
   
 	
   
 
	
   
 	
  
          30.5     Change of   Control, Termination Other Than For Cause or Voluntary Termination.  If after any Change of Control,   Termination Other Than For Cause or Voluntary Termination, Executive’s   employment is terminated under circumstances such that Executive does not   receive severance compensation pursuant to Section 6.1, Executive shall not   be subject to the restrictions of this Section 9.1 unless the Company
  



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continues to pay either as a lump sum or   without interruption Executive’s Base Salary at the rate in effect   immediately prior to such termination and then only so long as such payments   are continued without interruption for a period of up to six months after   termination.
  




          31.       Assignment.   This Agreement shall not be assignable by Executive and shall not be assignable by the Company except by operation of law or to a successor entity acquiring all or substantially all the Company’s business or assets.  No such assignment shall affect any determination of whether such assignment involves a Change of Control for purposes of this Agreement.  In the event of any assignment permitted hereby, the duties and responsibilities of Executive performed for the assignee shall not, without the written consent of Executive, be materially increased, altered or diminished in a manner inconsistent with Executive’s duties and responsibilities hereunder for the Company. 


          32.       Entire Agreement.  This Agreement and any agreements entered into after the date hereof under any of the Company’s benefit plans or compensation programs as described in Section 4 contain the complete agreement concerning the employment arrangement between the parties, including without limitation severance or termination pay, and shall, as of the Effective Date, supersede all other agreements or arrangements between the parties with regard to the subject matter hereof. 


          33.       Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. The obligations of the Company under this Agreement shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business or similar event relating to the Company.  This Agreement shall not be terminated by reason of any merger, consolidation or reorganization of the Company, but shall be binding upon and inure to the benefit of the surviving or resulting entity. 


          34.       Modification.  No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless authorized by the Board and reduced to in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties thereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 

          35.       Severability.  All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. 

          36.       Manner of Giving Notice.  All notices, requests and demands to or upon the respective parties hereto shall be sent by hand, certified mail, overnight air courier service, in each case with all applicable charges paid or otherwise provided for, addressed as follows, or to such other address as may hereafter be designated in writing by the respective parties hereto: 

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To Company:
  	
  
To Executive:   at his current residential address 
  
	
  
 
  	
  
Enterprise   Financial Services Corp
  	
  
on file with   the Company.
  
	
  
 
  	
  
150 North   Meramec
  	
  
 
  
	
  
 
  	
  
Clayton,   Missouri 63105
  	
  
 
  
	  
	 Attention:          President
	  

	
  
 
  	
  
                            and Corporate Secretary
  	
  
 
  




          Such notices, requests and demands shall be deemed to have been given or made on the date of delivery if delivered by hand or by telecopy and on the next following date if sent by mail or by air courier service. 


          37.          Remedies.  In the event of a breach of this Agreement, the non-breaching party shall be entitled to such legal and equitable relief as may be provided by law, and shall further be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in enforcing the non-breaching party’s rights hereunder. 


          38.          Headings. The headings have been inserted for convenience only and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement. 


          39.          Choice of Law.  It is the intention of the parties hereto that this Agreement and the performance hereunder be construed in accordance with, under and pursuant to the laws of the State of Missouri without regard to the jurisdiction in which any action or special proceeding may be instituted. 


          40.          Taxes.  The company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law. 


          41.          Voluntary Agreement; No Conflicts.  Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to any other person or entity that would affect or conflict with any of Executive’s obligations pursuant to such employment, and that the complete performance of the obligations pursuant to Executive’s employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound.  The Company will not request or require, and Executive agrees not to use, in the course of Executive’s employment with the Company, any information obtained in Executive’s employment with any previous employer to the extent that such use would violate any contract by which Executive
is bound or any decision, law, regulation, order or decree of any governmental or judicial body. 


          42.          Certain Definitions.  As used herein, the following definitions shall apply: 


          “Affiliate” with respect to any person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. 


          “Control” With respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. 


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          “Person” Any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity. 


          “Subsidiary” With respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person. 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first stated above. 

	
  
 
  	
  
ENTERPRISE   FINANCIAL SERVICES CORP
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  
	  
	 Title:
	  _______________________________________________________________________

	  
	  
	  

	  
	 EXECUTIVE:
	  

	  
	  
	  

	  
	 _____________________________________________________________________________________
     



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