a8kexhibit101enterpriseb







   ENTERPRISE BANCORP, INC.   Restricted Stock Agreement      This Agreement is entered into as of this 18th day of March, 2014 (the “Grant Date”) by   and between Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), and   _____________(the “Grantee”).  Capitalized terms used but not defined in this Agreement shall   have the meanings assigned such terms in the Enterprise Bancorp, Inc. 2009 Stock Incentive   Plan, as amended on January 17, 2012 (the “Plan”).   WITNESSETH THAT:   WHEREAS, the Company has instituted the Plan for the benefit of officers, employees   and directors of the Company in order to provide such person with the ability to a direct stake in   the Company’s welfare; 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 vesting schedule attached to this Agreement as Exhibit 1, which is   incorporated herein and made a part hereof by this reference; provided that the Administrator has   the ability to accelerate the vesting schedule pursuant to Section 2(b)(vi) of the Plan, and   provided further 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.     





 







 - 2 -     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.     





 







 - 3 -    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   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]     





 







 - 4 -    15. 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 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.     





 







 - 5 -    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.   Date of grant:  March 18, 2014         ENTERPRISE BANCORP, INC.            By: ____________________________________   John P. Clancy, Jr.   Chief Executive Officer     





 







 - 6 -    ACCEPTANCE   Your acceptance, as of the date of grant, of 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. 2009 Stock Incentive Plan, shall be evidenced by your   electronic delivery of the acceptance form located in InfoPath.  A direct link to this electronic   acceptance form will be sent to you by email.              





 







Exhibit 1 to   Restricted Stock Agreement            Employee name (“Grantee”):          Date of grant:   March 18, 2014         Number of shares granted:          Vesting schedule:              Vesting to be based on attainment of EPS cumulative totals.                   When cumulative diluted earnings per share from 1/1/2014 forward reaches $1.40, 25%   of the restricted shares granted will vest (calculation is made at the end of each quarter   and restricted stock is considered to be earned on the close of business on the day prior to   the earnings release).     When cumulative diluted earnings per share from 1/1/2014 forward reaches $2.87 an   additional 25% of the restricted shares granted will vest (calculation is made at the end of   each quarter and restricted stock is considered to be earned on the close of business on   the day prior to the earnings release).     When cumulative diluted earnings per share from 1/1/2014 forward reaches $4.47 an   additional 25% of the restricted shares granted will vest (calculation is made at the end of   each quarter and restricted stock is considered to be earned on the close of business on   the day prior to the earnings release).     When cumulative diluted earnings per share from 1/1/2014 forward reaches $6.15 an   additional 25% of the restricted shares granted will vest (calculation is made at the end of   each quarter and restricted stock is considered to be earned on the close of business on   the day prior to the earnings release).       The above cumulative diluted earnings per share is 5 % per year compounded   growth for the period 2013 to 2017.  If cumulative diluted earnings per share does   not reach $6.15 by 12/31/2018 (5 years from 1/1/2014), any unvested shares will be   forfeited.                    __________________________________     John P. Clancy, Jr.      Chief Executive Officer