Exhibit
10.1.1


 


FIRST AMENDMENT TO


EMPLOYMENT AGREEMENT


 


This FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of April 1, 2009, is made by and among Enterprise Bancorp, Inc., a
Massachusetts corporation with a principal office at 222 Merrimack Street, Lowell,
Massachusetts 01852  (  “Company”)  and its wholly owned subsidiary, Enterprise Bank and Trust Company,
a Massachusetts trust company with its main office at 222 Merrimack Street,
Lowell, Massachusetts  01852 ( “Bank”) (Bank
and Company being collectively referred to herein as the “Employer”), and George L. Duncan, who resides at 710
Andover Street, Lowell, Massachusetts 
01852 ( “Executive”).


 


W  I  T  N  E  S  S  E  T
H :


 


WHEREAS, the parties previously entered into an Amended and Restated Employment Agreement dated as of January 1,
2004, as amended;


 


WHEREAS, on December 19,
2008, the parties further amended and restated the Employment Agreement (“Employment
Agreement”), whose provisions were effective as of April 1, 2008 (“Effective
Date”);


 


WHEREAS, the Employment
Agreement contains certain scrivener’s errors and the parties mutually agree to
correct the errors and clarify and confirm the intent of the parties with
respect to such matters;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound hereby, it is hereby agreed that effective as of
the Effective Date, the Employment Agreement is amended as follows:


 


1. Section 4.7 - Termination
Due to Retirement.  By striking and removing Subsection 4.7 (d) in
its entirety and replacing said Subsection 4.7(d) with the following:


 


(d)          to
continue, together with his spouse and eligible dependents, participation in
the welfare benefits described in Section 3.4 (collectively, the “Continuing
Benefit Plans”) for the one-year period commencing on the Retirement Effective
Date; provided, however,
that the participation by Executive (and, to the extent applicable, Executive’s
spouse and dependents) in any Continuing Benefit Plan shall cease on the date,
if any, on which Executive becomes eligible for comparable benefits under a
similar plan, policy  or program of a
subsequent employer; and provided, further, that Executive’s
participation in the Continuing Benefit Plans will be on the same terms and
conditions (e.g., at the same level and


 


GALLAGHER &
CAVANAUGH, LLP, 100 FOOT OF JOHN STREET, LOWELL, MASSACHUSETTS 01852


 

















 


out-of-pocket
cost) in effect on the Retirement Effective Date. To the extent any such
benefits cannot be provided under the terms of the applicable plan, policy or
program, Employer shall provide (or shall cause to be provided) a comparable
benefit under another plan.


 


2. Section 4.8 - Highest
Annual Compensation. By striking and removing Section 4.8 in its entirety and replacing
said Section 4.8 with the following:


 


4.8          Highest Annual Compensation.  “Highest Annual Compensation” means, as determined as
of the date of termination of Executive’s Term of Employment under the
applicable termination provision set forth above, the sum of (a) the
highest per annum rate of base salary paid by Employer to Executive at any time
during the Term of Employment prior to such date of termination, and (b) the
highest annual cash performance bonus or other annual cash incentive
compensation paid by Employer to Executive, including all such cash amounts
paid to Executive individually and as part of an employee or executive
compensation group (or which would have been paid but for an election by
Executive to defer payment to a later period), with respect to any single
fiscal year of Employer during the period commencing January 1, 2004 and
ending on such date of termination.


 


Except as set forth in this First Amendment to Employment Agreement,
the parties ratify and confirm all of the provisions of the Employment
Agreement dated December 19, 2008 and all provisions thereof shall
continue in full force and effect.


 


[continued on next page]


 


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IN WITNESS WHEREOF, this First Amendment to Employment Agreement has
been duly executed by the undersigned as of the day and year first above
written.


 


 


	
  ATTEST:

  	
  ENTERPRISE
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Philip S.
  Nyman

  	
   

  	
  By

  	
  /s/ James F.
  Conway, III

  
	
   

  	
  James F.
  Conway, III

  
	
   

  	
  Director,
  Chairman of Compensation Committee

  
	
   

  	
   

  
	
  ATTEST:

  	
  ENTERPRISE BANK
  AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Philip S.
  Nyman

  	
   

  	
  By

  	
  /s/ James F.
  Conway, III

  
	
   

  	
  James F.
  Conway, III

  
	
   

  	
  Director,
  Chairman of Compensation Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Tanya A.
  Hubanks

  	
   

  	
  /s/ George L.
  Duncan

  
	
   

  	
  George L. Duncan

  



 


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