Exhibit 10.2.1


 


CHANGE IN
CONTROL/NONCOMPETITION AGREEMENT


 


This
Change in Control/Noncompetition Agreement (this “Agreement”) entered into on
the 22nd day of December, 2008, by and among Enterprise Bancorp, Inc., a
Massachusetts corporation (the “Company”), and its wholly owned subsidiary,
Enterprise Bank and Trust Company, a Massachusetts bank and trust company with
its main office in Lowell, Massachusetts (the “Bank”) (the Bank and the Company
shall be hereinafter collectively referred to as the “Employers”), and Brian H.
Bullock of Chelmsford, Massachusetts (the “Executive”), amends and restates the
Change In Control/Noncompetition Agreement dated as of July, 2001, as
amended.  The provisions of this
Restatement are effective as of January 1, 2008 (the “Effective Date”).


 


1.             Purpose.  To allow the
Executive to consider the prospect of a Change in Control (as defined in Section 2
hereof) in an objective manner and in consideration of the Executive’s
agreement to abide by the confidentiality and noncompetition provisions set
forth in Section 8 hereof and the services to be rendered by the Executive
to the Bank, and in order to protect the ongoing business interests and
competitiveness of the Employers and in consideration of the Employers’
agreement to provide the severance benefits to protect the Executive in the
event of a Change in Control as set forth in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Executive and the Employers, the parties have entered into
this Agreement and have mutually agreed to be bound by the terms and conditions
hereof.


 


2.             Change in Control. 
For purposes of this Agreement, a “Change in Control event” means any
event that may qualify as a “Change in Control” under Company’s 2003 Stock
Incentive Plan, as the same may be amended and continue in effect from time to
time hereafter.


 


3.             Terminating Event. 
For purposes of this Agreement, the term “Terminating Event” shall mean
any termination of the employment of the Executive with the Bank for any
reason, whether or not such termination is initiated by the Bank, including
without limitation termination for cause or by reason of the Executive’s death
or disability, or by the Executive, including without limitation resignation by
reason of retirement or for no reason at all.


 


4.             Severance Payments.


 


(a)           If a Terminating Event occurs within two (2) years
after the date on which a Change in Control has occurred, then the Executive
shall be entitled to receive the following:


 


(i)            an aggregate amount equal to 1.5 times the Executive’s
“Highest Annual Compensation” (as defined in paragraph (c) of this Section 4)
(hereinafter “Lump Sum Payment”), payable within thirty (30) days of the date
on which the Executive’s employment with the Bank terminates (the “Date of
Termination”);


 


(ii)           any base salary, commissions or other compensation
accrued or earned, but not yet paid, as of the Date of Termination and any
annual or other bonus actually awarded, but not yet paid, as of the Date of
Termination, such amounts to be paid on the Date of Termination;


 


Version December 2008


 

















 


(iii)          reimbursement for all business expenses for which the
Executive would ordinarily be reimbursed by the Employers in the ordinary
course of business in accordance with the Employers’ policies, programs,
procedures or practices incurred, but not yet paid, as of the Date of
Termination, such amount to be paid on the Date of Termination;


 


(iv)          payment of the per diem value of any unused vacation
days, whether deemed to be accrued or unaccrued, that would be available to the
Executive through the end of the calendar year (but not beyond) in which the
Date of Termination occurs;


 


(v)           continuation of the Employers’ employee welfare
benefit plans, programs and practices in which the Executive and his spouse and
any other eligible dependents participate or are eligible to participate as of
the Date of Termination or, if more favorable to the Executive, as of the date
of a Change in Control, at the levels in effect on, and at the same
out-of-pocket costs to the Executive as of, the Date of Termination or, if more
favorable to the Executive, as of the date of a Change in Control, for the
eighteen-month period commencing on the Date of Termination; and


 


(vi)          any other compensation and benefits as may be provided
in accordance with the terms of any applicable plans, programs, policies,
procedures or practices of the Employers.


 


(b)           If a Terminating Event occurs within one (1) year
prior to the date on which a Change in Control occurs, then the Executive shall
be entitled to receive, as provided in this paragraph (b), all of the payments
and benefits that he would have been entitled to receive under paragraph (a) of
this Section 4, unless such Terminating Event occurs as a result of a
termination for Cause (as such term is defined in paragraph (k) of Section 8
below), in which case no increase or adjustments to the amounts paid or
benefits provided to the Executive in connection with such Terminating Event
shall be made under this paragraph (b). 
If required in accordance with the immediately preceding sentence, the
amounts paid and benefits provided to the Executive in connection with a
Terminating Event that occurs within one (1) year prior to the date on
which a Change in Control occurs shall be increased or otherwise adjusted to
ensure that the Executive receives the full payments and benefits contemplated
by paragraph (a) of this Section 4. 
If the payments and/or benefits to be received by the Executive in connection
with a Terminating Event that has occurred within one (1) year prior to
the date on which a Change in Control occurs are required to be increased or
adjusted under this paragraph (b), then the Executive shall be paid on the
first ordinary payroll payment date of the Bank following the occurrence of
such Change in Control the cash amount necessary to ensure that the Executive
shall have received the full amounts of the payments and benefits that the
Executive would have received as of such date under paragraph (a) of this Section 4.


 


(c)           Highest Annual Compensation Defined.  For purposes of this Section 4, the Executive’s “Highest
Annual Compensation” shall mean, as determined as of any Date of Termination,
the sum of (i) the highest per annum rate of base salary paid by the
Employers to the Executive at any time during the three-year period prior to
such Date of Termination, (ii) the highest amount of commission or other
compensation (which is not otherwise included in the base salary and bonus
amounts referred in clauses (i) and (iii) of this paragraph (c)) paid
by the 


 


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Employers to the
Executive with respect to any of the three most recently completed fiscal years
of the Bank prior to such Date of Termination, and (iii) the highest
annual incentive compensation or other bonus amount paid by the Employers to
the Executive (or which would have been paid but for an election by the
Executive to defer payment to a later period) with respect to any of the three
most recently completed fiscal years of the Bank prior to such Date of
Termination.


 


(d)           Payments Pending Resolution of Dispute.  In the event of any dispute concerning payments or
other benefits to be received by the Executive under this Section 4, the
Executive shall be entitled until the resolution of such dispute to be paid in
accordance with the Bank’s ordinary payroll practices his then current base
salary and to continue to receive all other welfare benefits then being
provided to him by the Employers, and there shall be no reduction whatsoever of
any amounts subsequently paid to the Executive upon resolution of such dispute
as a result of, or in respect to, such interim payments or coverage.


 


(e)           No Obligation to Mitigate.  In the event that any payments or benefits are to be
received by the Executive under this Section 4, the Executive shall be
under no obligation to seek other employment or to mitigate damages and there
shall be no offset against any amount due the Executive under this Agreement
for any reason, including, without limitation, on account of any remuneration
or benefits attributable to any subsequent employment that the Executive may
obtain.


 


(f)            Code Section 280G Reduction. Anything in this Agreement or in any
other agreement, contract, understanding, plan or program entered into or
maintained by the Employers to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Employers to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise
(collectively, the “Payments”), would be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), and/or any
successor provision or section thereto (such excise tax, together with any
interest or penalties incurred by the Executive with respect to such excise
tax, collectively, the “Excise Tax”), and if the Payments less the Excise Tax
would be less than the amount of the Payments that would otherwise be payable
to the Executive without imposition of the Excise Tax, then, to the extent
necessary to eliminate the imposition of the Excise Tax (and taking into
account any reduction in the Payments provided by reason of Section 280G
of the Code in any such other agreement, contract, understanding, plan or
program), the cash and non-cash payments and benefits payable to the Executive
shall be reduced (with the executive being provided with the amount of each
payment and benefit as calculated by the Employers and given ten (10) business
days in which to prioritize the order of reduction of each such payment or
benefit); but only if, by reason of any such reduction, the Payments with any
such reduction shall exceed the Payments less the Excise Tax without any such
reduction.  For purposes of this Section 4(f),
(i) no portion of the Payments, the receipt or enjoyment of which the
Executive shall have effectively waived in writing prior to the Date of
Termination, shall be taken into account, (ii) no portion of the Payments
shall be taken into account that, in the opinion of tax counsel selected in
good faith by the Employers, does not constitute a “parachute payment” within
the meaning of Section 280G(b)(2) of the Code, including without
limitation by reason of Section 280G(b)(4)(A) of the Code, (iii) any
payments and/or benefits under this Agreement or otherwise for services to be
rendered on or after the effective date of a Change in Control shall be reduced
only to the extent necessary so that such payments and/or benefits in their
entirety 


 


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constitute reasonable
compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of
the Code or are otherwise not subject to disallowance as deductions, in the
opinion of the tax counsel referred to in the immediately preceding clause (ii) of
this sentence, and (iv) the value of any non-cash payment or benefit or
any deferred payment or benefit included in the Payments shall be determined by
the Employers’ independent auditors in accordance with the principles of
Sections 280G(d)(3) and 280G(d)(4) of the Code and the applicable
regulations or proposed regulations under the Code.  Except as otherwise provided in this Section 4(f),
the foregoing calculations and determinations shall be made in good faith by
the Employers and shall be conclusive and binding upon the parties.  The Employers shall pay all costs and
expenses incurred in connection with any such calculations or determinations.


 


(g)           Section 409A. 
Payments to which Executive shall be entitled to under this Section 4
shall be made subject to the following:


 


(i)            Payments to Executive under this Section 4 shall
be bifurcated into two portions, consisting of a portion that does not
constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code and a portion that does constitute nonqualified deferred
compensation. Payments hereunder shall first be made from the portion, if any,
that does not consist of nonqualified deferred compensation until it is
exhausted and then shall be made from the portion that does constitute
nonqualified deferred compensation. However, anything in this Agreement to the contrary notwithstanding, if at the
time of Executive’s termination of employment, Executive is considered a
“specified employee” as defined in Section 409A(a)(2)(B)(i) of the
Code, then to the extent required by Section 409A of the Code, no payments that constitute nonqualified deferred
compensation shall be payable prior to the date that is the earlier of (i) six
months and a day after Executive’s date of termination, or (ii) Executive’s
death (“Earliest Payment Date”).  Any
payments that are delayed pursuant to the preceding sentence shall be paid on
the Earliest Payment Date. The determination of whether, and the extent to
which, any of the payments to be made to Executive hereunder are nonqualified
deferred compensation shall be made after the application of all applicable
exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended
to qualify for the exclusion for separation pay due to involuntary separation
from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid
no later than the last day of the second taxable year of Executive following
the taxable year of Executive in which the Date of Termination occurs.


 


(ii)           The intent of
the parties is that payments and benefits under this Agreement comply with Section 409A
and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. The parties acknowledge and agree
that the interpretation of Section 409A of the Code and its application to
the terms of this Agreement is uncertain and may be subject to change as
additional guidance and interpretations become available. Anything to the
contrary herein notwithstanding, all benefits or payments provided by Employer
to Executive that would be deemed to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code are intended
to comply with Section 409A of the Code. If, however, any such benefit or
payment is deemed to not comply with Section 409A of the Code, Employer
and Executive agree that this
Agreement may be amended (and that any such amendment 


 


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may be retroactive to the extent permitted under Section 409A),
as reasonably requested by either party, and as may be necessary to fully
comply with Section 409A of the Code and all related rules and
regulations in order to preserve the payments and benefits provided hereunder
without additional cost to either party.


 


(h)           Release.  In the event of termination of employment for any
reason, the payments and other benefits (if any) required to be provided to
Executive pursuant to this Section 4 (including those, if any, required
under this Section 4 to be paid pursuant to other sections of this
Agreement) will be in full and complete satisfaction of any and all obligations
owing to Executive pursuant to this Agreement and, to the
fullest extent permitted by law, any other claims Executive may have in respect
of Executive’s employment by Employer. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and, upon Executive’s
receipt of such amounts, Employer shall be released and discharged from any and
all liability to Executive in connection with this Agreement or otherwise in
connection with Executive’s employment by Employer. Notwithstanding the
foregoing, Executive shall retain all rights (i) with respect to matters covered by provisions of this
Agreement that expressly survive the termination of this Agreement,  (ii) rights to which Executive is
entitled by virtue of his participation in the employee benefit plans, policies
and arrangements of Employer, and (iii) as otherwise excluded by
applicable law.


 


5.             Employment Status. 
This Agreement is not an agreement for the employment of the Executive
and shall confer no rights on the Executive except as herein expressly
provided.


 


6.             Term.  This
Agreement shall take effect on and as of the Effective Date and shall
terminate, subject to the applicability of paragraph (b) of Section 4
above, upon the earlier of (a) termination of the employment of the
Executive for reason of the Executive’s death or permanent disability, in which
case any amounts due to the Executive or the beneficiary named on the
Designation of Beneficiary form completed by Executive or his legal
representative, as the case may be, shall be determined in accordance with Section 4
of this Agreement, if applicable, or otherwise in accordance with the Employers’
applicable plans, programs, policies, procedures or practices then in effect, (b) the
resignation or termination of the Executive for any reason prior to a Change in
Control, or (c) the second anniversary of the date on which a Change in
Control shall have occurred; provided, however, that in any event the
provisions of Section 8 hereof shall remain in full force and effect in
accordance with their terms.


 


7.             Withholding; Reporting.  All payments to
be made to Executive by Employer shall be subject to withholding of such
amounts, if any, relating to tax and other payroll deductions as Employer may
reasonably determine it should withhold pursuant to any applicable law and
regulation. Employer may withhold from any amounts payable under this Agreement
such taxes as shall be required to be withheld pursuant to any applicable law
or regulation. Executive acknowledges that Employer may be required to report
amounts deferred by or for Executive under nonqualified deferred compensation
plans on forms W-2 and agrees that Employer shall comply with all such
requirements and Executive agrees to pay and be solely responsible for all taxes,
interest and penalties.


 


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8.             Confidential Information; Noncompetition.


 


(a)           Confidentiality. 
The Executive shall not, during or after the period during which he is
employed by the Bank, make use of or disclose any Confidential Information (as
defined herein) to any natural person or entity, other than the Employers or
any of their affiliates or any of the Employers’ or their affiliates’
employees, consultants, advisors, agents or other representatives who have a
need to know any such information, for any reason or purpose whatsoever.  The term “Confidential Information” shall
mean all confidential information of or relating to the Employers and any of
their affiliates, including without limitation financial information and data,
business plans and information regarding prospects and opportunities (such as,
by way of example only, client and customer lists and acquisition, disposition,
expansion, product development and other strategic plans), but does not include
any information that is or becomes public knowledge by means other than the
Executive’s breach or nonobservance of his obligations described in this
paragraph (a).  Notwithstanding the
foregoing, the Executive may disclose such Confidential Information as he may
be legally required to do so on the advice of counsel in connection with any
legal or regulatory proceeding; provided, however, that the Executive shall
provide the Employers with prior written notice of any such required or
potentially required disclosure and shall cooperate with the Employers and use
his best efforts under such circumstances to obtain appropriate confidential
treatment of any such Confidential Information that may be so required to be
disclosed in connection with any such legal or regulatory proceeding.  The Executive’s obligation to refrain from
disclosing any Confidential Information under this paragraph (a) shall
continue in effect in accordance with its terms following any termination of
this Agreement pursuant to Section 6 above.


 


(b)            Noncompetition.  If the Executive’s employment with the Bank
is terminated for any reason prior to a Change in Control (whether or not such
termination is initiated by the Bank or by the Executive), then during the
period of one (1) year following the date of such termination (and
assuming no Change in Control occurs at any time during such one-year period),
the Executive shall not:  (i) directly
or indirectly, whether as owner, partner, shareholder (other than the holder of
1% or less of the common stock of any company the common stock of which is
listed on a national stock exchange or quoted on the Nasdaq Stock Market),
consultant, agent, employee or otherwise, engage in competition with the
Employers or any of their affiliates within a ten (10) mile radius of any
city or town in which the Bank or any affiliate has a branch or other office
(or to such lesser extent and for such lesser period as may be deemed
enforceable, it being the intention of the parties that this Section 8(b) shall
be so enforced); provided, however,  that the restrictive covenant set forth
herein shall automatically terminate or expire upon a Change in Control event
and shall not be of any further force or effect whatsoever following said
Change in Control event.


 


(c)             Non-solicitation.  Without prior written consent
of Employers, Executive agrees that he will not, at any time during the
one-year period following the termination of Executive’s employment for any
reason prior to a Change in Control (whether or not such termination is
initiated by the Bank or by the Executive):


 


(i)            hire or attempt to hire, or assist in hiring, any
employees of Employer or any of its affiliates, or solicit, encourage or induce
any such employee to terminate his or her relationship with Employer or any
such affiliate; or


 


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(ii)           solicit, encourage or induce any customer
or client of Employer or any of its affiliates to terminate his or its
relationship with Employer or any such affiliate or to do business with anyone
other than Employer and its affiliates.


 


(d)             Payment Following Termination by Employer Without
Cause.  In consideration of the restrictive covenants
set forth herein, in the event that Employer unilaterally terminates Executive’s
employment for any reason (as distinguished from a termination initiated by the
Executive) other than a termination for Cause (as defined in paragraph (k) of
this Section 8), then the Executive shall receive, subject to Bank
Regulatory Limitations as referenced in Section 18, an aggregate amount
equal to seventy-five percent (75%) of the sum of (i) the per annum rate
of base salary paid by the Employers to the Executive as of the date on which
the Executive’s employment with the Bank is terminated, (ii) the amount of
commission or other compensation (which is not otherwise included in the base
salary and bonus amounts referenced in clauses (i) and (iii) of this
paragraph (c)) paid by the Employers to the Executive with respect to the most
recently completed fiscal year prior to such date on which the Executive’s
employment with the Bank is terminated, and (iii) the annual incentive or
other bonus amount paid by the Employers to the Executive (or which would have
been paid but for an election by the Executive to defer payment to a later
period) with respect to the most recently completed fiscal year prior to such
date on which the Executive’s employment with the Bank is terminated.  Such amount shall be paid no later than two
and one-half (2 1⁄2) months after the close of the taxable year of Executive or
Employers in which Executive’s employment is terminated as provided in this Section 8(d).


 


(e)           Claw-back.  To the fullest
extent permitted by law, in the event that Executive breaches any of the
provisions of Sections 8(a), (b) or (c), Employers shall be entitled
to recoup payments made to Executive pursuant to Section 8 (d) hereof,
provided, however, that, in the event of a breach of Section 8(a), such
recoupment shall be limited to the reasonable damages incurred by Employers as
a result of such breach and, in the event of a breach of Section 8(b) or
Section 8(c), such recoupment shall be equal to the total payments made to
Executive pursuant to Section 8(d) multiplied by a fraction, the
numerator of which is the number of months remaining from the date of such
breach to the first anniversary of the date such Executive’s employment was
terminated as set forth in Section 8(d), and the denominator of which is twelve
(12) months


 


(f)            Intellectual
Property.  Executive
will, during the period of his employment, disclose to Employers promptly and
fully all Intellectual Property (as defined below) made or conceived by
Executive (either solely or jointly with others) including but not limited to
Intellectual Property which relate to the business of Employers or result from
work performed by him for Employers. All Intellectual Property and all records
related to Intellectual Property, whether or not patentable, shall be and
remain the sole and exclusive property of Employers and Employers shall have
the exclusive worldwide and perpetual right to use, make, and sell products
and/or services derived therefrom. 
Intellectual Property means all copyrights, trademarks, trade names,
trade secrets, proprietary information, inventions, designs, developments, and
ideas, and all know-how related thereto. Executive hereby assigns and agrees to
assign to Employers all his rights to Intellectual Property and any patents,
trademarks, or copyrights which may be issued with respect to Intellectual
Property.  Executive further acknowledges
that all work shall be work made for hire. During and after the Term of
Employment, Executive agrees to assist Employers, without charge to Employer
but at its request and expense, to obtain and retain rights in Intellectual
Property, and will execute all appropriate related documents at the request of 


 


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Employers. Executive and Employers agree that this Section 8(f) shall
not apply to any Intellectual Property for which no equipment, supplies,
facilities, trade secret, or other confidential information of Employers was
used and which was developed entirely on his own time, provided that it does
not relate to the business of Employers or and does not result from any work
performed by him for Employers.


 


(g)           Return of
Materials.  Upon the termination of Executive’s
employment, Executive will return to Employers all property of Employers,
including all materials furnished to Executive during his employment (including
but not limited to keys, computers, automobiles, electronic communication
devices, files, electronic storage devices and identification cards); provided,
however, that Executive may retain copies of materials relating to his
compensation or benefits. In addition, upon termination, Executive will provide
Employers with all passwords and similar information which are reasonably
necessary for Employers to access materials on which Executive worked or to
otherwise continue in its business.


 


(h)           Injunctive Relief. 
The Executive acknowledges and agrees that the Employers will have no
adequate remedy at law, and would be irreparably harmed, if the Executive
breaches or threatens to breach any of the provisions of this Section 8.  The Executive agrees that the Employers shall
be entitled to equitable and/or injunctive relief to prevent any breach or
threatened breach of this Section 8, and to specific performance of each
of the terms of this Section 8 in addition to any other legal or equitable
remedies that the Employers may have. 
The Executive further agrees that he shall not, in any equity proceeding
relating to the enforcement of the terms of this Section 8, raise the
defense that the Employers have an adequate remedy at law.


 


(i)            Special Severability. 
The terms and provisions of this Section 8 are intended to be
separate and divisible provisions and if, for any reason, any one or more of
them is held to be invalid or unenforceable, neither the validity nor the
enforceability of any other provision of this Agreement shall thereby be
affected.


 


(k)           Cause Defined. 
Termination by the Bank of the Executive’s employment for “Cause” shall
mean termination on the basis of (i) the Executive’s willful and continued
failure to substantially perform his employment duties (other than any such
failure resulting from the Executive’s death or incapacity due to physical or
mental illness) after (A) a written demand for substantial performance is
delivered to the Executive by the Bank’s Chief Executive Officer, which demand
specifically identifies the manner in which the Chief Executive Officer
believes that the Executive has not substantially performed his employment
duties, and (B) the Executive has been afforded a reasonable opportunity
to meet with the Chief Executive Officer regarding such assertions of
nonperformance, or (ii) the Executive’s willfully engaging in conduct
(other than conduct related to the operation of an automobile) which is
demonstrably and materially injurious to the Bank, monetarily or
otherwise.  For purposes of this
paragraph (h), no act, or failure to act, on the part of the Executive shall be
deemed “willful” unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that his action or omission was in the
best interests of the Bank.  The
Executive shall be deemed to have been terminated for Cause only at such time
as there shall have been delivered to him a written notice of termination by
the Bank, which specifies in detail the particulars of the Executive’s conduct
that serve as the basis for such termination for Cause.


 


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9.             Arbitration Disputes. 
Any controversy or claim arising out of or relating to this Agreement or
the breach hereof, other than an action brought by the Employers for injunctive
or other equitable relief in the enforcement of the Employers’ rights under Section 8
above, in which case such action may be brought in any court of competent
jurisdiction, shall be settled by arbitration in accordance with the laws of
the Commonwealth of Massachusetts by three arbitrators, one of whom shall be
appointed by the Employers, one by the Executive and the third by the first two
arbitrators.  If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the American Arbitration Association in
the City of Boston, Massachusetts.  Such
arbitration shall be conducted in the City of Boston, Massachusetts in accordance
with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in this Section 9.  Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.


 


10.           Successors.


 


(a)           Each of the Company and the Bank will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its businesses
and/or assets to assume expressly and agree to perform this Agreement in the
same manner and to the same extent as if no such succession had taken
place.  Failure of either the Company or
the Bank to obtain such assumption and agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation in the same amount and on the same terms as he would
be entitled to hereunder if a Terminating Event were to occur within two (2) years
after a Change in Control, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed to be
the date of  such Terminating Event.  As used in this Agreement, “Company,” “Bank”
and “Employers” shall mean the Company, the Bank and the Employers as
hereinbefore defined and any successor to the business and/or assets of either
the Company or the Bank as aforesaid which successor assumes and agrees to
perform this Agreement by operation of law or otherwise.


 


(b)           This Agreement shall inure to the benefit
of and be binding upon the Employers and the Executive, their respective
successors, executors, administrators, heirs and permitted assigns.  In the event of the Executive’s death prior
to the payment of any sum due him under this Agreement, the Employers shall make
such payment to the Executive’s beneficiary designated in writing to the
Employers prior to his death (or to his estate, if he fails to make such
designation).


 


11.           Enforceability. 
If any portion or provision of this Agreement shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then
the remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.


 


12.           Waiver.  No waiver of
any provision hereof shall be effective unless made in writing and signed by
the waiving party.  The failure of any
party to require the performance of any terms or obligation of this Agreement,
or the waiver by any party of any breach of this 


 


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Agreement, shall not
prevent any subsequent enforcement of such terms or obligation or be deemed a
waiver of any subsequent breach.


 


13.           Notices.  Any notices,
requests, demands and other communication provided for by this Agreement shall
be sufficient if in writing and delivered in person or sent by registered or
certified mail, postage prepaid, to the Executive at the last address the
Executive has filed in writing with the Employers or, in the case of the
Employers, at their executive offices, attention of the Chief Executive
Officer.


 


14.           Amendment.  This Agreement
may be amended or modified only by a written instrument signed by the Executive
and by duly authorized representatives of each of the Employers
provided, however,
that no amendment that will result in a violation of Section 409A of the
Code, or any other provision of applicable law, may be made to this Agreement
and any such amendment shall be void ab
initio.


 


15.           Governing Law. 
This is a Massachusetts contract and shall be construed under and is
governed in all respect by the laws of the Commonwealth of Massachusetts.


 


16.           Captions.  The captions
of this Agreement are for convenience of reference only, are not part of the
terms of this Agreement and shall have no force or effect in the application or
interpretation thereof.


 


17.           Entire Agreement.  This
Agreement contains the entire agreement between the parties to this Agreement
concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or
oral, between the parties with respect thereto.


 


18.           Bank Regulatory Limitations. 
Any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
§ 1828(k) and any applicable regulations promulgated thereunder.  In addition, to the extent required by
applicable law, regulation, regulatory policy or other regulatory requirement,
the aggregate amount and/or value of the compensation paid as a result of any
termination of the Executive’s employment with the Employers, regardless of the
reason for any such termination of employment, shall not exceed the limit
prescribed by such applicable law, regulation, regulatory policy or other
regulatory requirement.


 


IN WITNESS WHEREOF, this Agreement has been executed
as a sealed instrument on behalf of the Employers by their duly authorized
officers and by the Executive as of the date first above written.


 


	
  ATTEST:

  	
   

  	
  ENTERPRISE BANCORP,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Alison M. Burns

  	
   

  	
  By:

  	
  /s/ John P
  Clancy, Jr.

  
	
   

  	
   

  	
   

  	
  John P. Clancy, Jr.

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  



 


10

















 


	
  ATTEST:

  	
   

  	
  ENTERPRISE BANK AND
  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Alison
  M. Burns

  	
   

  	
  By:

  	
  /s/ John
  P.Clancy, Jr.

  
	
   

  	
   

  	
   

  	
  John P. Clancy, Jr.

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Richard W. Main

  	
   

  	
  /s/ Brian H. Bullock

  
	
   

  	
   

  	
  Brian H. Bullock

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12/22/08

  
	
   

  	
   

  	
  Date

  



 


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