Exhibit








Exhibit 10.1
Enterprise Bank 2019 
Variable Compensation Incentive Plan 


Purpose and Objective 
The 2019 Variable Compensation Incentive Plan (the Plan) incents and rewards for both Bank and individual performance.  
 
Participants 
Regular team members who do not participate in an individual sales incentive plan or an individual commission plan are eligible to participate in this plan.  Temporary and co-operative team members are ineligible to participate in this plan. Other than as described elsewhere in this plan, you must be employed through the last business day of the plan year to receive a payout.  If your hire date is after January 1 of the current plan year, you will be eligible for a pro-rata payout, based on wages earned during the plan year.   
 
Target Awards 
You will have a target variable compensation opportunity (target percentage), which is a percentage of your regular earnings (base salary) earned in the current plan year.   
 
Determination of Variable Compensation Payout  
You will be assigned to a variable compensation incentive group based upon your position and role.  The attached addendum outlines your specific performance factor(s). 
 
The Bank must attain a level of 0.5 in Net Income performance factor (the “threshold”) in the current plan year for a payout to be made.  If the threshold is achieved, the variable compensation incentive payouts will be determined by the performance of each performance factor as shown on the addendum.  The maximum incentive opportunity to be paid under this plan is 150% of target.  


Extraordinary Event 
An extraordinary event, such as a windfall, composite federal or state compliance, Community Reinvestment Act (CRA) or safety and soundness rating below satisfactory, or another unusual event, may either positively or negatively impact the Bank’s financial reports.  The Compensation Committee will have discretion whether the extraordinary event will impact the payout under the Plan. 
 
Payout Timing 
The performance period is January 1 through December 31 of the current plan year.  If it is determined that participants will receive a payout under the Plan, payouts will be received on or before March 15, following the plan year.   
 
Retirement, Disability, or Death 
If a participant retires after the age of 62 and has been employed for at least three months in the current plan year, the participant is eligible to receive a pro-rata payout upon retirement.   If a participant passes away or employment ends as result of disability during the plan year, the participant or the participant’s beneficiary is eligible to receive a pro-rata payout.  Payouts will be based upon the participant’s wages earned in the current plan year, the participant’s performance, and management’s estimate of year-end results at the participant’s employment end date. 
 
Clawback Provision 
If the Bank’s reported financial or operating results are determined to be subject to material negative restatement due to material noncompliance with any financial reporting requirement under the securities laws, fraud, or misconduct (other than a restatement caused by a change in applicable accounting rules or interpretations), the Compensation Committee may require recoupment of full or partial payout made to participants with an officer status of Senior Vice President (SVP) or above. 











The Compensation Committee reserves the authority to approve, modify, or disallow any payout proposed to be made under the Plan. 


Addendum:  Bankwide Group with Multiplier
                     
	
			
	Bankwide Group with Multiplier
	Performance Factor 
	Weight 

	Net Income 
	50% 

	Low Cost Deposit Growth 
	15% 

	Loan Growth 
	15% 

	Loan Quality 
	10% 

	Non-Interest Fee Revenue 
	10% 




 
Performance Factor Grid Information 
	
								
	 
	Variable Compensation for Performance Factors 
	 
	 

	Below Threshold
	At Threshold (0.50)
	(0.75)
	At Target (1.00)
	(1.25)
	(1.50)
	(1.75)
	At Stretch (2.00)

	There will be a 0% payout for the performance factor. 
	There will be a   
50% payout for the performance factor.  
	  
	There will be a 100% payout for the performance factor. 
	  
	  
	  
	There will be a 200% payout for the performance factor. 




 
Performance Factor Grid for Participant Scorecard*
	
									
	Bankwide Group with Multiplier
	Performance Factor 
	Threshold 
	  
	Target 
	  
	  
	  
	Stretch 

	0.5 
	0.75 
	1 
	1.25 
	1.5 
	1.75 
	2 

	Net Income* 
	28.50M
	30.679M
	32.857M
	33.857M
	34.857M
	35.857M
	36.857M

	Low Cost Deposit Growth 
	0
	25.3M
	50.6M
	62.6M
	74.6M
	86.6M
	98.6M

	Loan Growth 
	100M
	169M
	239M
	271M
	304M
	336M
	369M

	Loan Quality 
	5.4M
	4.5M
	3.6M
	2.7M
	1.8M
	900K
	0

	Non-Interest Fee Revenue 
	13.733M
	14.633M
	15.533M
	16.433M
	17.333M
	18.233M
	19.133M




 
Additional Performance Factors     
Annualized salaries and benefits expense multiplier for 2019: 
		
	•
	If less than $48.939M, multiply actual payout percentage by 1.05 


		
	•
	If between $48.939M - $49.239M, multiply actual payout percentage by 1.0 


		
	•
	If more than $49.239M, multiply actual payout percentage by 0.95 




*Net income results are determined after sales incentive and variable compensation incentives are calculated.  For example, if net income reaches 1.25 or $33.857M this creates approximately $488 thousand more in incentive compensation expense after tax reducing net income below 1.25.  As such level 1.25 would be met only if net income were at a level that after the additional incentive compensation expense net income exceeded the $33.857M.