exhibit1017supplementexe






                                                                                        ENTERPRISE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AND DEFERRED                                COMPENSATION PLAN      WHEREAS, Enterprise Bank and Trust Company (the “Company”) desires to establish an unfunded plan  maintained for the purpose of providing deferred compensation for a select group of management or highly  compensated employees within the meaning of the United States Code of Federal Regulations Section  2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of  the Employee Retirement Income Security  Act of 1974 (“ERISA”);    NOW,  THEREFORE,     effective January  1,  2018,  the Enterprise  Bank  Supplemental  Executive  Retirement and Deferred Compensation Plan (the “Plan”) is hereby established as follows:      SECTION 1.  PURPOSE OF PLAN    The Plan is unfunded and is maintained for the purpose of providing deferred compensation to a select  group of management and highly compensated employees of the Company within the meaning of the  United  States  Code  of  Federal  Regulations  Section  2520.104-23  and  Sections  201(2),  301(a)(3)  and  401(a)(1) of ERISA.  The Plan will be administered in accordance with such purpose and in accordance  with the provisions of Section 409A of the Code.      SECTION 2.  DEFINITIONS    2.1   “Administrator” means  the  Board  or  the  committee  or  subcommittee  appointed  pursuant  to        Section 16.1.    2.2   “Beneficiary” means the person or entity determined to be a Participant’s beneficiary pursuant to        Section 14.    2.3   “Board” means the board of directors of the Company.    2.4   “Change in Control” means a “change in ownership” of the Company, a “change in effective        control” of the Company, or a “change in ownership of a substantial portion of the assets” of the        Company (within the meaning of Section 409A of the Code).    2.5   “Code” means the Internal Revenue Code of 1986, as amended from time to time.    2.6   “Company”  means Enterprise  Bank  and  Trust  Company, and  any  subsidiaries  or  affiliated        business entities which are treated as one employer with Enterprise Bank and Trust Company in        accordance with the Treasury Regulation Section 1.409A-1(g) and which adopt this Plan with the        consent of Enterprise Bank and Trust Company.  Enterprise Bank and Trust Company shall have        the  sole  authority  to  administer,  interpret,  amend,  suspend  or  terminate  the  Plan,  as  the        “Company”.      2.7   “Compensation” means the base salary paid to, and any annual incentive compensation earned        by, a Participant for the Plan Year.  Notwithstanding the foregoing, for purposes of Section 7                                             1  





 






      “Compensation” means the base salary paid to a Participant for a Plan Year.    2.8   “Disability” means a condition in which the Participant:          (a)   is determined to be totally disabled by the Social Security Administration; or                (b)   is  determined  to  be  disabled  by  the  insurer  under  the  Company’s  insured long-term              disability plan, provided the definition of long-term disability under such plan satisfies a              definition of disability under Treasury Regulation Section 1.409A-3(i)(4).    2.9   “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time        to time.    2.10  “Normal Retirement Age” means age 62.    2.11  “Participant” means  an  employee  of  the  Company  who  is  eligible  to  participate  in  the  Plan        pursuant to Section 3.    2.12  “Plan” means  the Enterprise  Bank  Supplemental  Executive  Retirement  and  Deferred        Compensation Plan, as set forth herein and as amended from time to time.    2.13  “Plan Year” means the calendar year.    2.14  “Section  409A  of  the  Code”  means  Section  409A  of the  Internal  Revenue  Code  of  1986  as        amended and the related Treasury Regulations.       SECTION 3.  ELIGIBLE EMPLOYEES    The Board  of  Directors shall  determine  which  management  employees  and  other  employees  of  the  Company shall be eligible to participate in the Plan from time to time, the eligibility waiting period and  such other conditions as may be applicable from time to time.  Plan eligibility shall be communicated to  employees who shall elect in writing to participate in the Plan and acknowledge and agree to the terms of  the Plan.       SECTION 4.  ELECTION TO DEFER COMPENSATION    The provisions of this Section 4 shall apply on and after January 1, 2020.  The first Plan Year for which a  Participant may elect to defer from Compensation under this Section 4 shall be the Plan Year beginning  January 1, 2020.      A Participant may elect to defer a specified percentage of his Compensation (from one percent (1%) to  fifty percent (50%) of base salary, and from one percent (1%) to one hundred percent (100%) of any  annual incentive) for a Plan Year by filing an election with the Administrator (pursuant to Section 5) on  or prior to such date that the Administrator may specify (but no later than the last day of the preceding  Plan Year).  A separate election may be made with respect to any annual incentive to be earned for the  Plan Year.  Any election so made shall not be binding for any following Plan Year, and thus a new election  must be filed for any following Plan Year on such date that the Administrator may specify (but no later                                             2  





 






than the last day of the preceding Plan Year).  Provided, however, that, subject to the provisions of Section  409A of the Code, a Participant who first becomes eligible to participate in the Plan after the beginning  of a Plan Year shall be entitled to make a deferral election (with respect to Compensation earned after the  date of the election) within thirty (30) days of becoming eligible.    In  addition,  each  Participant  may  elect  to  establish  one  or  more  separate  “in-service  withdrawal  account(s)”, to which shall be credited such portion of his deferrals as the Participant may designate, and  subject to the provisions of Section 11, which shall be distributed as of a date selected by the Participant  on the election form used to make his deferral election for the applicable year.    Notwithstanding  the  foregoing,  if  a  Participant  receives  a  hardship  distribution  under  the Company’s  401(k) plan and such plan requires cancellation of the Participant’s deferral election under the Plan, the  Participant’s deferral election under the Plan shall be cancelled for the balance of the Plan Year in which  such distribution is received.  In such case, the Participant may reelect to commence deferrals as of the  next Plan Year as provided above.      SECTION 5. MANNER OF ELECTION    Any election made by a Participant pursuant to this Plan shall be made in accordance with rules and  procedures prescribed by the Administrator.      SECTION 6.  ACCOUNTS     If a Participant elects to establish one or more “in-service withdrawal account(s)” under Section 4, such  account(s)  shall  be  established  and  maintained  on  the  Company’s  books  and  shall  record  (a)  any  Compensation deferred by the Participant under the Plan which the Participant has elected to be credited  to the applicable account, and (b) the allocation of any hypothetical investment experience.      There shall be established for each Participant who receives an allocation under Section 7 for the 2018  Plan Year a separate retirement account which shall record (a) any Company contributions made on his  behalf  under  the  Plan for  the  2018  Plan  Year, and  (b)  the  allocation  of  any  hypothetical  investment  experience.  When referring to  only such account  hereunder, such account  shall be referred to  as  the  Participant’s “2018 Retirement Account”.    There shall also be established for each Participant a separate “retirement account” which shall record (a)  any Compensation deferred by the Participant under the Plan which the Participant has not elected to be  credited to an “in-service withdrawal account”, and any Company contributions made on his behalf under  the  Plan for  Plan  Years  beginning  after  2018, and  (b)  the  allocation  of  any  hypothetical  investment  experience.  When referring to  only such account  hereunder, such account  shall be referred to  as  the  Participant’s “Company Retirement Account”.        SECTION 7.  COMPANY CONTRIBUTIONS    For any Plan Year, the Company may elect to credit to the retirement account(s) of each Participant, or  any Participant designated by the Board or its delegee, an amount equal to a specified percentage of such  Participant’s Compensation, a flat dollar amount and/or an amount equal to a specified percentage of any                                             3  





 






Compensation deferred under Section 4.  Any such credit shall be made entirely at the discretion of the  Board and the amount of any such credit may be different for different Participants.      SECTION 8.  ADJUSTMENTS TO ACCOUNTS    Each Participant’s account(s) shall be reduced by the amount of any distributions to the Participant from  the  applicable account,  by  any  federal,  state  and/or  local  tax  withholding  and  any  social  security  withholding tax as may be required by law, and by any applicable administrative expenses.  Pursuant to  procedures established by the Administrator, each Participant’s account(s) shall be adjusted as of each  business day the New York Stock Exchange is open to reflect the earnings or losses of any hypothetical  investment media as may be designated by the Administrator and, if applicable, elected by the Participant.      SECTION 9.  INVESTMENT OF ACCOUNTS    For purposes of determining the amount of earnings and appreciation and losses and depreciation to be  credited  to  a  Participant’s  account(s),  each  Participant’s  account(s)  shall  be  deemed  invested  in  the  investment options (designated by the Administrator as available under the Plan) as the Participant may  elect, from time to time, in accordance with such rules and procedures as the Administrator may establish.   However, no provision of the Plan shall require the Company to actually invest any amounts in any fund  or in any other investment vehicle.  As a condition of Participation in the Plan, the Participants agree to  indemnify  and  hold  harmless  the Company from  any  losses  or  damages  of  any  kind  relating  to  the  investments used to measure the earnings or losses on amounts credited to Participants’ accounts.  Any  adjustment made to a Participant’s account(s) for earnings and appreciation and losses and depreciation  shall be made as of the date such amount is credited to the Participant’s account(s).        SECTION 10.  VESTED STATUS    Subject to the provisions of Section 21, if a Participant “separates from service” with the Company (within  the meaning of Section 409A of the Code) for any reason on or after his Normal Retirement Age, or prior  to that date as a result of the Participant’s Disability or death, such Participant shall have a nonforfeitable  (vested) right to the fair market value of the Participant’s account(s).  If a Participant separates from  service prior to his Normal Retirement Age for any other reason other than his death or Disability, such  Participant shall be entitled to receive the vested value of his account(s).  For this purpose, each Participant  shall at all times have a nonforfeitable (vested) right to his account(s) derived from any Compensation  deferred  pursuant  to  Section  4.  However,  with  respect  to  any  Company  contributions  made  on  the  Participant’s behalf pursuant to Section 7, the Participant shall have a nonforfeitable (vested) right to a  percentage of the fair market value of such portion of his retirement account(s) as follows:                      Years of Participation        Vested Percentage                      Less than 4 years                 0%                  4 years but less than 6 years         50%                       6 or more years                 100%    For this purpose, a Participant shall be credited with a Year of Participation for each 12-month period of  employment with the Company as measured from his initial date of eligibility under the Plan as specified                                             4  





 






in writing to the Participant.  A Year of Participation shall be credited only if the Participant remains  employed by the Company at the conclusion of the 12-month period regardless of the hours worked during  the 12-month period.       Notwithstanding  the  foregoing,  a  Participant’s  accounts(s)  shall  become  one  hundred  percent  (100%)  vested upon a Change in Control while in the employ of the Company.    The nonvested portion of a Participant’s retirement account(s) shall be forfeited as soon as practicable  after distribution of the portion of his vested retirement account(s) attributable to Company contributions  commences.  Forfeitures under this Section 10 or any other section of the Plan shall be used to pay Plan  administrative expenses and/or reduce Company contributions under the Plan.      SECTION 11.  TIME AND MANNER OF DISTRIBUTION    Subject to Sections 13 and 21, and regardless of whether or not the Participant is a “specified employee”  as such term is defined in Section 409A(a)(2)(B) of the Code, distribution of the portion of a Participant’s  vested “retirement account(s)” (within the meaning of Section 6) attributable to Company contributions  made under Section 7 shall be made or commence as of the first January 1 or July 1 following the six- month anniversary of the later of the date the Participant “separates from service” with the Company  (within the meaning of Section 409A of the Code) and the date the Participant attains age fifty-five (55)  (the “Company Contribution Distribution Commencement Date”).      Subject to Sections 13 and 21, and regardless of whether or not the Participant is a “specified employee”  as such term is defined in Section 409A(a)(2)(B) of the Code, distribution of the portion of a Participant’s  vested Company Retirement Account (within the meaning of Section 6) attributable to elective deferrals  made under Section 4 shall be made or commence as of the first January 1 or July 1 following the six- month anniversary of the date the Participant “separates from service” with the Company (within the  meaning of Section 409A of the Code) (the “Participant Deferral Distribution Commencement Date”).      Provided, however, that in any case payment may be delayed under any of the circumstances permitted  under  said  Section  409A.   Provided,  further,  that,  if  any  amounts  credited to  a  Participant’s  vested  account(s) become subject to tax under Section 409A of the Code, such amount(s) shall be immediately  distributed to the Participant.    With respect to the vested portion of a Participant’s 2018 Retirement Account, distribution shall be made  in the form of monthly installments over a period of sixty (60) months.  The amount of each installment  shall be equal the balance of the Participant’s vested 2018 Retirement Account immediately prior to the  installment payment date divided by the number of installments remaining to be paid.  The first installment  shall be made on the Participant’s Company Contribution Distribution Commencement Date, with each  subsequent installment being made on the one (1) month anniversary of the prior payment.      With respect to the vested portion of a Participant’s Company Retirement Account, the Participant shall  elect, on the election form used to make his initial election and separately for the portion of such account  attributable to Company contributions made under Section 7 and the portion of such account attributable  to Participant elective deferrals made under Section 4, either of the following modes of distribution for  such account:         (a) a single lump sum payment; or                                             5  





 






       (b) monthly installments over a period of either sixty (60) months or one hundred and twenty (120)           months,  the  amount  of  each  installment  to  equal  the  balance  of  the  Participant’s  vested           Company Retirement Account attributable to Company contributions made under Section 7 or           Participant elective deferrals made under Section 4, as applicable, immediately prior to the           installment divided by the number of installments remaining to be paid.  With respect to the           portion  of  the  Participant’s  vested Company  Retirement Account  applicable  to  Company           contributions made under  Section  7,  the  first  installment  shall  be  made on  the Company           Contribution Distribution Commencement Date, with each subsequent installment being made           on the one (1) month anniversary of the prior payment.  With respect to the portion of the           Participant’s vested Company Retirement Account applicable to elective deferrals made under           Section  4,  the  first  installment  shall  be  made on  the  Participant  Deferral  Distribution           Commencement Date, with each subsequent  installment being made on the one (1) month           anniversary of the prior payment.    Notwithstanding  the  foregoing  provisions  of  this  Section, if  a  Participant fails  to  make  a  distribution  election for the portion of his vested Company Retirement Account attributable to Company contributions  made under Section 7 and/or the portion of such account attributable to Participant elective deferrals made  under Section 4, such portion of his vested Company Retirement Account shall be paid under the sixty  (60) month installment method under (b) above.    A Participant may subsequently elect to change the mode of distribution for the portion of his Company  Retirement  Account attributable  to  elective  deferrals  made  under  Section  4,  subject  to  the  following  conditions: (i) any such election may not take effect until twelve (12) months after the date on which the  election is made; (ii) payment with respect to such election must be deferred for a period of at least five  (5) years from the date on which payment would otherwise have been made or commence; and (iii) if the  subsequent election relates to a payment that was scheduled to be made on a specified date, the subsequent  election must be made at least twelve (12) months prior to the date the first amount was scheduled to be  paid.    Notwithstanding the foregoing provisions of this Section, if a Participant’s vested retirement account(s)  attributable to any Company contributions made under Section 7 for Plan Years beginning on or after  January  1,  2018  is  $150,000  or  less  as  of  the  Participant’s Company  Contribution  Distribution  Commencement Date, such portion of the Participant’s vested retirement account(s) shall be distributed  in a single lump-sum payment on such date.  In addition, if a Participant’s vested retirement account(s)  attributable to any elective deferrals made under Section 4 is $150,000 or less as of the Participant’s  Participant Deferral Distribution Commencement Date (or such later date as required due to a change in  mode of distribution), such portion of the Participant’s vested retirement account(s) shall be distributed in  a single lump-sum payment on such date.      Notwithstanding the foregoing provisions of this Section, if a Participant’s vested retirement accounts(s)  attributable to Company contributions made under Section 7 is $150,000 or less as of any installment  payment  date applicable to  such  contributions, such  portion  of  the  Participant’s  vested  retirement  accounts(s) shall be distributed in a single lump-sum payment.  Moreover, if a Participant’s Company  Retirement Account attributable to the Participant’s elective deferrals made under Section 4 is $150,000  or  less  as  of  any  installment  payment  date  applicable  to  such contributions,  such  portion  of  the  Participant’s Company Retirement Account shall be distributed in a single lump-sum payment.      Any “in-service” withdrawal account(s) established for a Participant under Section 6 shall be distributed                                             6  





 






in a lump-sum cash payment, as of the date(s) previously designated by the Participant, which date shall  be at least three (3) years after the end of the Plan Year for which the deferral election was made by the  Participant.  Provided, however, that a Participant may subsequently elect to delay the date on which  distribution of an in-service withdrawal account is to be made, subject to the following conditions: (i) the  subsequent election must be made at least twelve (12) months prior to the date the in-service withdrawal  account was scheduled to be paid, and (ii) payment must be deferred for a period of at least five (5) years  from the date on which payment was initially to have been made. Provided, further, that if a Participant  separates from service prior to the scheduled payment date of any in-service withdrawal account(s), such  accounts(s) shall be distributed to the Participant at the same time and in the same manner as the portion  of the Participant’s vested Company Retirement Account attributable to elective deferrals made under  Section 4.    Payment shall be treated as made upon the date specified under the Plan if payment is made on such date  or a later date within the same taxable year of the Participant or, if later, by the 15th day of the third  calendar month following the date specified under the Plan, provided the Participant is not permitted,  directly or indirectly, to designate the taxable year of the payment.      SECTION 12.  DEATH BENEFIT    In the event of the death of a Participant while in the employ of the Company, vesting in the Participant’s  account(s) shall be one hundred percent (100%), if not otherwise one hundred percent (100%) vested  under  Section  10,  with  the  fair  market  value  of  the  Participant’s  account(s)  being  distributed  to  the  Participant’s Beneficiary, in a single lump sum payment, as of the first January 1 or July 1 following the  six-month anniversary of the Participant’s death.    In the event a Participant dies after distribution has commenced under the Plan or while not in the employ  of the Company, the vested balance of the Participant’s  account(s), if any, shall be distributed to  the  Participant’s Beneficiary, in a single lump sum payment, as of the first January 1 or July 1 following the  six-month anniversary of the Participant’s death.    Payment shall be treated as made upon the date specified under the Plan if payment is made at such date  or a later date within the same taxable year of the Beneficiary or, if later, by the 15th day of the third  calendar month following the date specified under the Plan and if the Beneficiary is not permitted, directly  or indirectly, to designate the taxable year of the payment.      SECTION 13.  DISABILITY BENEFIT    Notwithstanding Section 11 and subject to Section 21, in the event of the Participant’s Disability prior to  the later of the date the Participant “separates from service” with the Company (within the meaning of  Section  409A  of  the  Code) and  the  date  the  Participant  attains  age  fifty-five  (55),  distribution  of  a  Participant’s vested “retirement account(s)” (within the meaning of Section 6) and “in-service withdrawal  accounts (within the meaning of Section 6) shall be made or commence (to the extent not already paid or  in pay status) as of the first January 1 or July 1 following the six-month anniversary of the date of the  Participant’s Disability and shall be paid in the form otherwise payable under Section 11.      In the event a Participant incurs a Disability while in the employ of the Company, the Participant shall be  fully vested in his “retirement account(s)”.                                             7  





 






  Payment shall be treated as made upon the date specified under the Plan if payment is made at such date  or a later date within the same taxable year of the Participant or, if later, by the 15th day of the third  calendar month following the date specified under the Plan and if the Participant is not permitted, directly  or indirectly, to designate the taxable year of the payment.      SECTION 14.  BENEFICIARY DESIGNATION    A Participant may designate the person or persons to whom the Participant’s account(s) under the Plan  shall  be  paid  in  the  event  of  the  Participant’s  death,  by  filing  a  designation  of  beneficiary   with  the  Administrator.  Each designation will revoke all prior designations by the Participant, and shall be made  on the form, or in the manner, prescribed by the Plan Administrator, and shall be effective only when filed  with the Plan Administrator during the Participant’s lifetime.  A Participant’s designation of a Beneficiary  will not be revoked or changed automatically by any future marriage or divorce.  Should the Participant  wish to change the designated Beneficiary in the event of a future marriage or divorce, the Participant will  have  to  do  so  by  means  of  filing  a  new beneficiary  designation with  the  Plan  Administrator. If  no  Beneficiary  is  designated,  or  no  Beneficiary  survives  the  Participant,  payment  shall  be  made  to  the  Participant’s  surviving  spouse,  or  if  none,  to  the  Participant’s  estate.   If  a  Beneficiary  survives  the  Participant but dies before the balance payable to the Beneficiary has been distributed, any remaining  balance shall be paid to the Beneficiary’s estate.      SECTION 15.  DOMESTIC RELATIONS ORDERS    If a domestic relations order issued by any court of proper authority directs assignment of all or any portion  of  a  Participant’s  vested  account(s)  to  the  Participant’s  spouse  or  former  spouse  as  part  of  a  divorce  settlement, the portion so assigned shall be distributed, in a lump-sum, to the spouse or former spouse  within ninety (90) days following the date on which the order was received by the Administrator or, if  later, following the close of the Plan Year in which the order clearly specifies the amount to be assigned  and any other terms necessary to comply with such order and with the provisions of  Section 409A of the  Code.      SECTION 16.  PLAN ADMINISTRATION    16.1  Administration.  The Plan shall be administered by the Board or, in the discretion of the Board, a  committee or subcommittee of the Board (the “Committee”), appointed by the Board and composed of at  least two members of the Board.  All references in the Plan to the Administrator shall be understood to  refer to the Committee or the Board, whoever shall administer the Plan. In the administration of this Plan,  the Administrator may delegate to Company employees certain aspects of the management and operational  responsibilities of the Plan as it sees fit.     Where the Committee serves as Administrator, in the event that a vacancy on the Committee occurs on  account of the resignation of a member or the removal of a member by vote of the Board, a successor  member shall be appointed by vote of the Board.  The Administrator shall select one of its members as  Chairman and shall hold meetings at such times and places as it may determine.  A majority shall constitute  a quorum, and acts of the Administrator at which a quorum is present, or acts reduced to or approved in  writing by all its members, shall be the valid acts of the Administrator.                                             8  





 






  The Administrator shall have the sole authority to interpret and construe any provision of the Plan, to  determine eligibility and benefits under the Plan, to prescribe, amend and rescind rules and regulations  relating to the Plan, to adopt such forms as it may deem appropriate for the administration of the Plan, to  provide  for  conditions  and  assurances  deemed  necessary  or  advisable  to  protect  the  interests  of  the  Company and to make all other determinations necessary or advisable for the administration of the Plan,  but only to the extent not contrary to the express provisions of the Plan or the provisions of Section 409A  of the Code and the regulations and rulings promulgated thereunder.  The Administrator or its delegates  shall be responsible for the day-to-day administration of the Plan.  Determinations, interpretations or other  actions made or taken by the Administrator under the Plan shall be final and binding for all purposes and  upon all persons.    The Company shall indemnify, hold harmless and defend the Administrator and/or the Board (and its  delegates) from any liability which the Administrator and/or the Board (or it delegates) may incur in  connection with the performance of its duties in connection with this Plan, so long as the Administrator  and/or the Board (or such delegate) was acting in good faith and within what the Administrator and/or the  Board (or such delegate) reasonably understood to be the scope of its duties.    16.2  Review Procedure.            (a)   Pursuant to procedures established by the Administrator, claims for benefits under the Plan              made by a Participant or Beneficiary (the "claimant") must be submitted in writing to the              Administrator.  Approved claims shall be processed, and instructions issued to the Trustee              or custodian authorizing payment as claimed.                If a claim is denied in whole or in part, the Administrator shall notify the claimant within              ninety (90) days after receipt of the claim (or within one hundred eighty (180) days if              special circumstances require an extension of time for processing the claim), and provided              written notice indicating the special circumstances and the date by which a final decision              is expected to be rendered is given to the claimant within the initial ninety (90) day period.               If notification is not given in such period, the claim shall be considered denied as of the              last day of such period and the claimant may request a review of the claim.                The  notice  of  the  denial  of  the  claim  shall  be  written  in  a  manner  calculated  to  be              understood by the claimant and shall set forth the following:                (i)   the specific reason or reasons for the denial of the claim;                (ii)  the specific references to the pertinent Plan provisions on which the denial is based;                (iii) a  description  of  any  additional  material  or  information  necessary  to  perfect  the                    claim, and an explanation of why such material or information is necessary; and                (iv)  a  statement  that  any  appeal  of the  denial  must  be  made  by  giving  to  the                    Administrator, within sixty (60) days after receipt of the denial of the claim, written                    notice of such appeal, such notice to include a full description of the pertinent issues                    and basis of the claim.                                                           9  





 






            (v)   a statement about the claimant’s right to bring civil action under Section 502(a)                    under ERISA if the claim is denied on review.          (b)   Upon denial of a claim in whole or part, the claimant (or his duly authorized representative)              shall have the right to submit a written request to the Administrator for a full and fair review              of the denied claim, to be permitted to review documents pertinent to the denial (free of              charge), and to submit issues and comments in writing.  Any appeal of the denial must be              given to the Administrator within the period of time prescribed under (a)(iv) above.  If the              claimant  (or  his  duly  authorized  representative)  fails  to  appeal  the  denial  to  the              Administrator within the prescribed time, the Administrator’s adverse determination shall              be final, binding and conclusive.                      The  Administrator  may  hold  a  hearing  or  otherwise  ascertain  such  facts  as  it  deems              necessary  and  shall  render  a  decision  which  shall  be  binding  upon  both  parties.   The              Administrator shall advise the claimant of the results of the review within sixty (60) days              after receipt of the written request for the review, unless special circumstances require an              extension of time for processing, in which case a decision shall be rendered as soon as              possible but not later than one hundred twenty (120) days after receipt of the request for              review.   If  such  extension  of  time  is  required,  written  notice  of  the  extension  shall  be              furnished to the claimant prior to the commencement of the extension.                              The decision of the review shall be written in a manner calculated to be understood by the              claimant and shall set forth the following:                            (A)   the specific reason or reasons for the denial of the claim;                            (B)   the specific references to the pertinent Plan provisions on which the denial is based;                            (C)   the claimant’s right to receive free of charge, reasonable access to and copies of, all                    Plan documents, records, and other information relevant to the claim; and                            (D)   a statement about the claimant’s right to bring a civil action under Section 502(a)                    of ERISA.                      The decision of the Administrator shall be final, binding and conclusive.      SECTION 17.  FUNDING    17.1  Plan Unfunded.  The Plan is unfunded for tax purposes and for purposes of Title I of ERISA.   Accordingly,  the  obligation  of  the  Company  to  make payments  under  the  Plan  constitutes  solely  an  unsecured (but legally enforceable) promise of the Company to make such payments,  and no person,  including any Participant or Beneficiary shall have any lien, prior claim or other security interest in any  property of the Company as a result of this Plan.  Any amounts payable under the Plan shall be paid out  of the general assets of the Company and each Participant and Beneficiary shall be deemed to be a general  unsecured creditor of the Company.    17.2  Rabbi Trust.  The Company may create a grantor trust to pay its obligations hereunder (a so-called  rabbi trust), the assets of which shall be, for all purposes, the assets of the Company.  In the event the                                             10  





 






trustee of such trust is unable or unwilling to make payments directly to Participants and Beneficiaries  and  such  trustee  remits  payments  to  the  Company  for  delivery  to  Participants  and  Beneficiaries,  the  Company  shall  promptly  remit  such  amount,  less  applicable  income  and  other  taxes  required  to  be  withheld, to the Participant or Beneficiary.      SECTION 18.  AMENDMENT    The Company, by resolution of the Board, shall have the right to amend, suspend or terminate the Plan at  any time subject to the provisions of Section 409A of the Code; provided, however, that no such action  shall, without the Participant’s consent, impair the Participant’s right with respect to any existing account  under the Plan.  The termination of the Plan, with respect to some or all of the Participants, and any  resulting distribution of the account balances of such affected Participants, shall be made in accordance  with  the  provisions  of  Section  409A  of  the  Code  and  shall  not  constitute  the  impairment  of  such  Participant’s rights hereunder.      SECTION 19.  TERMINATION OF THE PLAN    The Company, by resolution of the Board, and subject to the provisions of Section 409A of the Code, may  elect to terminate and liquidate the Plan, provided that: (i) the termination and liquidation does not occur  proximate  to  a  downturn  in  the  financial  health  of  the  Company;  (ii)  the  Company  terminates  and  liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that  would  be  aggregated  with  any  terminated  and  liquidated  agreements,  methods,  programs,  and  other  arrangements under Section 409A of the Code, if the same employee had deferrals of compensation under  all  of  the  agreements,  methods,  programs  and  other  arrangements  that  are  terminated  and  liquidated;  (iii) no payments in liquidation of the Plan are made within twelve (12) months of the date the Company  takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would  be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;  (iv) all payments are made within twenty-four (24) months of the date the Company takes all necessary  action to irrevocably terminate and liquidate the Plan; and (v) the Company does not adopt a new plan  that would be aggregated with the terminated Plan under Section 409A of the Code if the same employee  participated in both plans, at any time within three (3) years following the date the Company takes all  necessary action to irrevocably terminate and liquidate the Plan.  For the avoidance of doubt, nothing in  this Section 18 shall prevent the Company, by resolution of the Board, and subject to the provisions of  Section 409A of the Code, from electing to terminate the Plan in connection with a Change in Control.  If  such an election is made, the distribution of Plan accounts shall be governed by the provisions of Section  409A of the Code.      SECTION 20.  NO ASSIGNMENT    Subject to Section 15, a Participant’s right to the amount credited to his account under the Plan shall not  be  subject  in  any  manner  to  anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,  attachment or garnishment by creditors of the Participant or the Participant’s Beneficiary.  The Company  shall not merge or consolidate into or with another Company or reorganize, or sell substantially all of its  assets  to  another company, institution,  or  person  unless  such  succeeding  or  continuing company,  institution, or person agrees to assume and discharge the obligations of the Company under this Plan.   Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to                                             11  





 






the successor or survivor Company, firm, or person.       SECTION 21. TERMINATION FOR CAUSE AND EMPLOYMENT CONTRACT PROVISIONS    Notwithstanding anything to the contrary herein contained, in the event a Participant’s employment with  the  Company  is  terminated  “for  cause”,  no  benefits  (other  than  those  attributable  to  the Participant’s  deferrals  under Section  4) shall be due or payable under the Plan, and  such Participant’s “retirement  account(s)” (within the meaning of Section 6) (less such Participant’s interest attributable to deferrals  under Section 4) shall be forfeited. For this purpose, termination “for cause” shall mean the definition of  “for cause” or such similar term in the Participant’s employment agreement with the Company that is  effective as of the date the Company commences the process of terminating the Participant’s employment.   In the event the Participant does not have an employment agreement, termination “for cause” shall mean  a termination resulting from (i) a conviction of robbery, extortion, embezzlement, fraud, grand larceny,  burglary, perjury, income tax evasion, misapplication of Company funds, false statements in violation of  18 U.S.C. Sec. 1001, and any other felony that is punishable by a term of imprisonment of more than one  year, or (ii) any breach of the Participant’s duty of loyalty to the Company, any acts of omission in the  performance of his duties not in good faith or which involve intentional misconduct or a knowing violation  of law, or any transaction in the performance of his duties from which the Participant derived an improper  personal benefit.  Any bank regulatory limitations and claw back provisions contained in a Participant’s  employment agreement shall be applicable to all benefits (other than those attributable to the Participant’s  deferrals under Section 4) payable under the Plan and all such employment agreement provisions are  incorporated herein.                                          SECTION 22.  COMPANY-OWNED LIFE INSURANCE (“COLI”)    22.1  Company Owns All Rights.  In the event that, in its discretion, the Company purchases  a life  insurance policy or policies insuring the life of any Participant to allow the Company to informally finance  and/or recover, in whole or in part, the cost of providing the benefits hereunder, neither the Participant nor  any Beneficiary shall have any rights whatsoever therein.  The Company shall be the sole owner and  beneficiary of any such policy or policies and shall possess and may exercise all incidents of ownership  therein, except in the event of the establishment of and transfer of said policy or policies to a trust by the  Company as described in Section 17.2 hereof.    22.2  Participant Cooperation.  If the Company decides to purchase a life insurance policy or policies  on any Participant, the Company shall so notify such Participant.  Such Participant shall consent to being  insured for the benefit of the Company and shall take whatever actions may be necessary to enable the  Company  to  timely  apply  for  and  acquire  such  life  insurance  and  to  fulfill  the  requirements  of  the  insurance carrier relative to the issuance thereof as a condition of eligibility to participate in the Plan.      SECTION 23.  SUCCESSORS AND ASSIGNS    The provisions of this Plan shall be binding upon and inure to the benefit of the Company, its successors  and assigns, and the Participant, his Beneficiaries, heirs, legal representatives and assigns.                                               12  





 






  SECTION 24.  NO CONTRACT OF EMPLOYMENT    Nothing contained herein shall be construed as a contract of employment between a Participant and the  Company, or as a right of the Participant to continue in employment with the Company, or as a limitation  of the right of the Company to discharge the Participant at any time, with or without cause.      SECTION 25.  ENFORCEABILITY    If any term or condition of the Plan shall be invalid or unenforceable to any extent or in any application,  then the remainder of the Plan, and such term or condition except to such extent or in such application,  shall not be affected thereby, and each and every term and condition of the Plan shall be valid and enforced  to the fullest extent and in the broadest application permitted by law.      SECTION 26.  CONSTRUCTION    Wherever appropriate, the use of the masculine gender shall be extended to include the feminine and/or  neuter, and the singular form of word extended to include the plural, or vice versa.       SECTION 27.  GOVERNING LAW    This Plan shall be interpreted in a manner consistent with  Section 409A of the Code and construed in  accordance  with  the  provisions  of  ERISA,  where  applicable,  and  otherwise  by  the  laws  of  the  Commonwealth of Massachusetts, without regard to the conflict of law provisions of any jurisdiction.  The  intent of the Company is that payments and benefits under this Agreement comply with or be exempt from  Section 409A of the Code and the Company acting through the Committee as provided herein shall have  complete discretion to interpret and construe this Plan and any associated documents in any manner that  establishes an exemption from (or compliance with) the requirements of Section 409A of the Code.  If for  any  reason,  such  as  imprecision  in  drafting  any  provision  of  this Plan does  not  accurately  reflect  its  intended  establishment  of  an  exemption  from  (or  compliance  with)  Section  409A of  the  Code,  as  demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered  ambiguous  as  to  its  exemption  from  (or  compliance  with)  Section  409A of  the  Code and  shall  be  interpreted by Company in a manner consistent with such intent, as determined in the discretion of the  Company.  If any payment fails to meet the requirements of Section 409A of the Code, the Company shall  have no liability for any tax, penalty or interest imposed on the Participant by Section 409A of the Code,  and the Participant shall have no recourse against the Company for payment of any such tax, penalty or  interest.       SECTION 28.  ENTIRE AGREEMENT     This Plan constitutes the complete understanding between the Company and all Participants regarding the  provision of deferred compensation and all prior representations and agreements having been merged into  this Plan.                                                 13  





 






                          IN WITNESS WHEREOF, the Company, by  its  duly authorized officer, has  caused this  Plan to  be  executed as of the ____ day of _______________, 2018.                                     ENTERPRISE BANK AND TRUST COMPANY                                     By:  _____________________________________                                      Authorized Officer                                               14