Exhibit 10.2


ENTERPRISE
BANCORP, INC.


 


Nonqualified Stock
Option Agreement


 


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


 


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 stock options upon the
terms and conditions set forth below; and


 


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


 


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


 


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


 


1.             Grant.  Subject to
the terms of the Plan and this Agreement, the Company hereby grants to the
Optionee a stock option (the “Option”) to purchase from the Company
                
shares of its common stock, $0.01 par value per share (“Stock”). This Option is
not intended to be an incentive stock option or to qualify for special federal
income tax treatment under Section 422 of the Code.


 


2.             Exercise Price.  This Option
may be exercised at the exercise price of $8.75 per share of Stock, subject to
adjustment as provided herein and in the Plan.


 


3.             Term and Exercisability of Option. 
This Option shall expire on the earlier of March 16, 2016 or the
last day of the exercise period determined pursuant to subsection (c) of
this Section 3. At any time before its expiration, this Option may be
exercised to the extent set forth in the schedule attached to this Agreement as
Exhibit 1, which is incorporated herein and made a part hereof by this
reference, provided that:


 


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


 

















 


(b)           the Optionee must maintain the employment, contractual
or other service relationship with the Company or a Subsidiary that was in
effect at the time of the initial grant of this Option (the “Relationship”)
without change on the relevant date set forth in Exhibit 1 in order for
any scheduled increment in the exercisable portion of the Option to become
effective;


 


(c)           this Option may not be exercised if three months or
more have elapsed following the date of termination, or any change in the
nature, of the Relationship between the Optionee and the Company or a
Subsidiary; provided, however, that if the Relationship terminates as a result
of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be
substituted for “three months” in this sentence; and provided, further, that if
the Relationship terminates by reason of the Optionee’s permanent and total
disability (as determined by the Compensation Committee or the full Board of
Directors, as the case may be, on the basis of medical advice satisfactory to
it) or death, the Option must be exercised within twelve months of the Optionee’s
death or disability; and


 


(d)           For purposes of subsections (b) and (c) of
this Section 3, the nature of the Relationship between the Optionee and
the Company shall not be deemed to have changed if the fundamental nature of
the Relationship, meaning the Optionee serving as an employee or as a
non-employee director or as a third-party consultant, advisor or other vendor,
as the case may be, does not change, regardless of any changes in the Optionee’s
title, compensation or other terms of employment or service, as the case may
be, which do not change the fundamental nature of the Relationship.  A fundamental change in the nature of the
Relationship would include, for example, a change from the Optionee serving as
an employee of the Company to serving as a third-party consultant to the
Company or a change from the Optionee serving as an employee director of the
Company to serving as a non-employee director of the Company.


 


4.             Method of Exercise.  Prior to its
expiration and to the extent that the right to purchase shares of Stock has
vested hereunder, this Option may be exercised from time to time by written
notice to the Company, substantially in the form attached hereto as Exhibit 2,
stating the number of shares with respect to which this Option is being
exercised and accompanied by either (a) payment in full of the exercise
price for the number of shares to be delivered, by means of payment acceptable
to the Company in accordance with Section 5(c) of the Plan, or (b) a
description of a “cashless exercise” procedure and such other documents and
undertakings as are necessary to satisfy that procedure. As soon as practicable
after its receipt of such notice, the Company shall, without transfer or issue
tax to the Optionee (or other person entitled to exercise this Option),
deliver, or cause to be delivered, to the Optionee (or other person entitled to
exercise this Option), at the principal executive offices of the Company or
such other place as shall be mutually acceptable, a stock certificate or
certificates for such shares out of theretofore authorized but unissued shares or
reacquired shares of its Stock as the Company may elect; provided, however,
that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
applicable requirements of law.  If and
to the extent that the Company also provides to its shareholders generally a
means to hold title to shares on a noncertificated basis, then any shares to be
issued to the Optionee upon the exercise of this Option may be issued on such a
noncertificated basis if 


 


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mutually agreed upon by
the Company and the Optionee and otherwise permissible under applicable law and
the rules of any applicable stock exchange. Payment of the exercise price
may be made in cash or cash equivalents or, in accordance with the terms and
conditions of Section 5(c) of the Plan, in whole or in part in shares
of Common Stock of the Company; provided, however, that the Compensation
Committee or the full Board of Directors, as the case may be, reserves the
right upon receipt of any written notice of exercise from the Optionee to
require payment in cash with respect to the shares contemplated in such notice;
and provided, further, that the Optionee may not make payment in shares of
Stock that he acquired upon the earlier exercise of any incentive stock option,
unless he has held the shares until at least two years after the date the
incentive stock option was granted and at least one year after the date the
incentive stock option was exercised. If the Optionee (or other person entitled
to exercise this Option) fails to pay for and accept delivery of all of the
shares specified in such notice upon tender of delivery thereof, his right to
exercise this Option with respect to such shares not paid for may be terminated
by the Company.


 


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


 


5.             Withholding Taxes.  The Optionee
hereby agrees, as a condition to any exercise of this Option, to provide to the
Company an amount sufficient to satisfy the Company’s obligation to withhold
certain federal, state and local taxes arising by reason of such exercise (the “Withholding
Amount”), if any, by (a) authorizing the Company and/or a Subsidiary to
withhold the Withholding Amount from his cash compensation or (b) remitting
the Withholding Amount to the Company in cash; provided, however, that to the
extent that the Withholding Amount is not provided by one or a combination of
such methods, the Company may at its election withhold from the Stock that
would otherwise be delivered upon exercise of this Option that number of shares
having a Fair Market Value, on the date of exercise, sufficient to eliminate
any deficiency in the Withholding Amount.


 


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


 


7.             Compliance with Securities Act; Lock-Up Agreement. 
The Company shall not be obligated to sell or issue any shares of Stock
or other securities pursuant to the exercise of this Option unless the shares
of Stock or other securities with respect to which this Option is being
exercised are at that time effectively registered or exempt from registration
under the Securities Act and applicable state securities laws. In the event
shares or other securities shall be issued that shall not be so registered, the
Optionee hereby represents, warrants and agrees that he will receive such
shares or other securities for investment and not with a view to their resale
or distribution, and will execute an appropriate investment letter satisfactory
to the Company and its counsel. The Optionee further hereby agrees that as a
condition to the purchase of shares upon 


 


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exercise of this Option,
he will execute an agreement in a form acceptable to the Company to the effect
that the shares shall be subject to any underwriter’s lock-up agreement in
connection with a public offering of any securities of the Company that may
from time to time apply to shares held by officers and employees of the
Company, and such agreement or a successor agreement must be in full force and
effect.


 


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


 


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


 


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


 


11.           Effect Upon Employment and Performance of Services. 
Nothing in this Option or the Plan shall be construed to impose any
obligation upon the Company or any Subsidiary to employ the Optionee or to
retain the Optionee in its employ or to engage or retain the services of the
Optionee.


 


12.           [Intentionally Omitted]


 


13.           [Intentionally Omitted]


 


14.           General Provisions.


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  To the Optionee:

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

  
	
   

  	
   

  	
   

  
	
   

  	
  To the Company:

  	
  Enterprise
  Bancorp, Inc.

  
	
   

  	
   

  	
  222 Merrimack Street

  
	
   

  	
   

  	
  Lowell, Massachusetts
  01852

  
	
   

  	
   

  	
  Attn: Mr. James A.
  Marcotte

  



 


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


 


Date of
grant:  March 17, 2009


 


	
   

  	
  ENTERPRISE BANCORP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  
					



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ACCEPTANCE


 


I hereby accept, as of
the date of grant, the foregoing Option, a nonqualified stock option, in
accordance with its terms and conditions and in accordance with the terms and
conditions of the Enterprise Bancorp, Inc. 2003 Stock Incentive Plan.


 


	
   

  	
   

  
	
   

  	
  (Signature of Optionee)

  



 


 


	
  Notice Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


Exhibit 1 to


Nonqualified Stock


Option Agreement


 


	
  Employee name
  (“Optionee”):

  	
   

  
	
   

  	
   

  
	
  Date of grant:

  	
  March 17, 2009

  
	
   

  	
   

  
	
  Number of shares
  granted:

  	
   

  
	
   

  	
   

  
	
  Exercise price:

  	
  $8.75 per share (subject
  to adjustment as provided in this Agreement and in the Plan)

  
	
   

  	
   

  
	
  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

  	
  %

  	
   

  	
   

  



 


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


 


 


	
   

  	
   

  
	
   

  	
  [Name and title of
  authorized officer]

  



 

















 


Exhibit 2 to


Nonqualified Stock


Option Agreement


 


[FORM FOR
EXERCISE OF NONQUALIFIED STOCK OPTION]


[SAMPLE ONLY]


 


Enterprise Bancorp, Inc.


222 Merrimack Street


Lowell, Massachusetts
01852


 


RE:                              Exercise
of Nonqualified Stock Option under Enterprise Bancorp, Inc. 2003 Stock
Incentive Plan


 


Gentlemen:


 


I hereby elect to
exercise the stock option granted to me on March __, 2009 by and to the
extent of purchasing ______________ shares of the Common Stock of Enterprise
Bancorp, Inc. for the exercise price of $______________ per share, subject
to the terms and conditions of the Nonqualified Stock Option Agreement between
myself and Enterprise Bancorp, Inc. dated as of ____________, 200__ (the “Agreement”).


 


Enclosed please find
payment, in cash or in such other property as is permitted under the Enterprise
Bancorp, Inc. 2003 Stock Incentive Plan (the “Plan”), of the purchase
price for the shares.


 


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


 


I hereby agree to provide
to Enterprise Bancorp, Inc. an amount sufficient to satisfy its obligation
to withhold certain taxes, in accordance with the Agreement.


 


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


 


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


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  (Signed by ______________
  or other party duly

  
	
   

  	
   

  	
  exercising option)