Exhibit 10.1


 


ENTERPRISE
BANCORP, INC.


 


Restricted Stock Agreement


 


 


This Agreement is entered
into as of March 17, 2009 (the “Grant Date”) by and between Enterprise
Bancorp, Inc., a Massachusetts corporation (the “Company”), and                                                                                               
(the “Grantee”).


 


WITNESSETH THAT:


 


WHEREAS, the Company has
instituted a program entitled “Enterprise Bancorp, Inc. 2003 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 shares of the Company’s
common stock to the Grantee 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 shares of the Company’s common stock to the Grantee pursuant and
subject to the terms of the Plan, a copy of which is attached hereto and
incorporated herein;


 


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


 


1.             Grant. 
Subject to the terms of the Plan and this Agreement, the Company hereby
grants to the Grantee, and the Grantee hereby accepts,                 
shares of the Company’s common stock, par value $0.01 per share (the “Restricted
Stock”).  The term “Restricted Stock”
shall include any additional shares of stock of the Company issued on account
of the foregoing shares by reason of stock dividends, stock splits or
recapitalizations (whether by way of mergers, consolidations, combinations or
exchanges of shares or the like).


 


2.             Vesting Schedule. 
The interest of the Grantee in the Restricted Stock shall vest in
accordance with the schedule attached to this Agreement as Exhibit 1,
which is incorporated herein and made a part hereof by this reference;
provided, however, that such vesting of shares of the Restricted Stock shall be
and hereby is conditioned upon the Grantee’s continuing employment with the Company
and continuing compliance with all applicable employee confidentiality,
noncompetition and other agreements with the Company and any of its
subsidiaries as of each date upon which such vesting shall occur in accordance
with such schedule.


 


3.             Restrictions on Stock.  Until the termination of restrictions and the
vesting of the shares of Restricted Stock as provided in Section 2 above,
none of the Restricted Stock may be sold, assigned, transferred, pledged, or
otherwise encumbered except as provided in this Agreement.


 


If the Grantee’s
employment with the Company is terminated for any reason, whether with or
without cause and whether voluntarily or involuntarily, then all shares of
Restricted Stock that have not yet vested as of the time of the Grantee’s
termination of employment, if any, 


 

















 


shall be forfeited and
returned to the Company, unless the Compensation Committee of the Board of
Directors, or the full Board of Directors, as the case may be, of the Company,
in its sole discretion shall otherwise determine.


 


4.             Rights as Stockholder.  Except for the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner of
the Restricted Stock shall have all the rights of a stockholder, including but
not limited to the right to receive all dividends paid on such Restricted Stock
and the right to vote all of the shares of such Restricted Stock.


 


5.             Stock Certificates.  Each certificate issued for shares of
Restricted Stock shall be registered in the name of the Grantee and deposited
by the Grantee, together with a stock power endorsed in blank, with the Company
or its duly appointed transfer agent and shall bear the following (or a
similar) legend:


 


The transferability of
this certificate and the shares of stock represented hereby are subject to the
terms, conditions and restrictions (including forfeiture) contained in a
Restricted Stock Agreement between the registered owner and Enterprise Bancorp, Inc.  A copy of such Restricted Stock Agreement
will be furnished to the holder of this certificate upon written request and
without charge.


 


Upon the termination of
the restrictions imposed under this Agreement as to any shares of Restricted
Stock, the Company shall return to the Grantee (or to such Grantee’s legal
representative, beneficiary or heir) certificates, without a legend, for the
shares of common stock deposited with it or its transfer agent pursuant to this
Section 5 as to which the restrictions have been terminated.


 


Notwithstanding the
foregoing, 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 the shares of Restricted Stock issued to the Grantee under this
Agreement may be issued on such a noncertificated basis if mutually agreed upon
by the Company and the Grantee and otherwise permissible under applicable law
and the rules of any applicable stock exchange.  If any such shares of Restricted Stock are so
issued on a noncertificated basis, then the Company shall adopt alternative
measures in lieu of the foregoing stock certificate legend to ensure that the
restrictions on such shares of Restricted Stock required under this Agreement
are properly observed.


 


6.             Tax Consequences; Withholding.  The Grantee has reviewed with the Grantee’s
own tax advisors the federal, state, local and foreign tax consequences of the
investment and the transactions contemplated by this Agreement.  The Grantee is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents or representatives.  The
Grantee understands that the Grantee shall be liable for any and all taxes,
including withholding taxes, arising out of this grant or the vesting of the shares
of Restricted Stock hereunder.  The Company
shall have the right to deduct from amounts otherwise payable to the Grantee,
or to require the Grantee to pay, any taxes required by law to be withheld with
respect to the Restricted Stock.


 


7.             Notice of Election Under Section 83(b).  If the Grantee makes an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, and the regulations and rulings 


 


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promulgated thereunder,
he will provide a copy thereof to the Company within thirty days of the filing
of such election with the Internal Revenue Service.


 


8.             Securities and Other Laws; Lock-Up Agreement.  In any case in which in the opinion of the
Compensation Committee of the Board of Directors, or the full Board of
Directors, as the case may be, of the Company, the issue and/or delivery of
shares of common stock under this Agreement would violate requirements of federal
or state securities or other laws, or the requirements of any securities
exchange on which the stock is listed, the Company shall be entitled to
postpone such issue and/or delivery until such requirements have been met.  The Compensation Committee or the full Board
of Directors, as the case may be, may require representations and agreements
from the Grantee in order to ensure such compliance with federal or state
securities or other laws or the requirements of any securities exchange.


 


The Grantee hereby further
agrees that as a condition to his receipt of the Restricted Stock, he will
execute an agreement in a form acceptable to the Company to the effect that the
shares of such Restricted Stock 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.


 


9.             Grantee’s Investment Representations.  Grantee represents that he is acquiring the
shares of Restricted Stock for his own account for investment purposes and not
with a view towards distribution of the shares to the public.


 


10.           Adjustment in Provisions.  In the event that there are any changes in
the outstanding common stock of the Company by reason of stock dividends, stock
splits, or recapitalizations (whether by way of mergers, consolidations,
combinations, or exchanges of shares or the like), the divisions of shares of
Restricted Stock into parts, the provisions for termination of restrictions on
parts of Restricted Stock, and any other relevant portions of this Agreement
shall be appropriately adjusted by the Compensation Committee of the Board of
Directors, or the full Board of Directors, as the case may be, of the Company,
if necessary, to reflect equitably such change or changes.


 


11.           [Intentionally Omitted]


 


12.          Termination or Amendment of Plan.  The Compensation Committee of the Board of
Directors, or the full Board of Directors, as the case may be, of the Company may
terminate or amend the Plan at any time.  No such termination or amendment will affect the
parties’ respective rights and obligations under this Agreement, as and to the
extent that this Agreement then remains in effect.


 


13.          Effect Upon Employment.  Nothing in this Agreement or the Plan shall
be construed to impose any obligation upon the Company or any of its subsidiaries
to employ the Grantee or to retain the Grantee in its employ.


 


14.          [Intentionally Omitted]


 


15.          General Provisions.


 


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(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 Grantee
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 Grantee.  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 Grantee:

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

  
	
   

  	
   

  
	
  To the Company:

  	
  Enterprise
  Bancorp, Inc.

  
	
   

  	
  222 Merrimack Street

  
	
   

  	
  Lowell, Massachusetts
  01852

  
	
   

  	
  Attn: Mr. James A.
  Marcotte

  



 


(f)            Transfers in Violation of
Restrictions Void.  The Company shall
not be required to transfer on its books any shares of Restricted Stock that shall
have been sold or transferred by Grantee or otherwise in violation of any of
the provisions set forth in this Agreement or to treat as owner of any such
shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such shares shall have been so transferred.


 


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


 


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Date of grant:  March 17, 2009


 


 


	
   

  	
  ENTERPRISE BANCORP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


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ACCEPTANCE


 


The undersigned hereby
accepts, as of the date of grant, the foregoing grant of Restricted Stock in
accordance with the terms and conditions of this Restricted Stock Agreement and
the terms and conditions of the Enterprise Bancorp, Inc. 2003 Stock
Incentive Plan.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature of Grantee)

  	
   

  



 


 


	
  Notice Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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Exhibit 1 to


Restricted Stock
Agreement


 


	
  Employee name
  (“Grantee”):

  	
   

  	
   

  
	
   

  	
   

  
	
  Date of grant:

  	
  March 17, 2009

  
	
   

  	
   

  
	
  Number of shares
  granted:

  	
   

  	
   

  
	
   

  	
   

  
	
  Vesting schedule:

  	
   

  
				



 


	
   

  	
   

  	
  Incremental Amount

  	
   

  	
  Cumulative Amount

  	
   

  
	
  Date:

  	
   

  	
  % of shares

  	
   

  	
  # of shares

  	
   

  	
  % of shares

  	
   

  	
  # of shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or after
  March 17, 2010

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  25

  	
  %

  	
   

  	
   

  
	
  On or after
  March 17, 2011

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
  On or after
  March 17, 2012

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  75

  	
  %

  	
   

  	
   

  
	
  On or after
  March 17, 2013

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


 


	
   

  	
   

  
	
   

  	
  [Name and title of
  authorized officer]