Chief Operating Officer Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT





This Amended and Restated Employment Agreement (this "Agreement"), dated as of January 1, 2004 (the "Effective Date"), is made by and among Enterprise Bancorp, Inc., a Massachusetts corporation (the "Company"), and its wholly owned subsidiary, Enterprise Bank and Trust Company, a Massachusetts trust company with its main office in Lowell, Massachusetts (the "Bank") (the Bank and the Company being collectively referred to herein as the "Employers"), and Richard W. Main, an individual residing at 1 Overlook Drive, Chelmsford, Massachusetts (the "Executive"). This Agreement shall be effective as of the date hereof (the "Effective Date").



WHEREAS, the Employers desire to continue to employ the Executive as President and Chief Operating Officer of the Bank and to enter into an amended and restated employment agreement embodying the terms of such relationship;



AND WHEREAS, the Executive is willing to continue to be employed as President and Chief Operating Officer of the Bank on the terms set forth herein;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Employers and the Executive hereby agree as follows:



1. Definitions .



1.1 "Affiliate" means any Person effectively controlling, effectively controlled by or effectively under common control with the Employers.



1.2 "Board" means the board of directors of the Company or the Bank, as the case may be.



1.3 "Cause" means, when used with respect to the termination of the employment of the Executive by the Employers, termination due to (a) the Executive92s willful and continued failure to substantially perform his employment duties (other than any such failure resulting from the Executive92s incapacity due to physical or mental illness) or (b) the Executive92s willfully engaging in conduct which is demonstrably and materially injurious to the Company or the Bank, monetarily or otherwise. For purposes of this definition, 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 Company or the Bank.



1.4 "Change in Control" has the same meaning as defined in the Company92s 2003 Stock Incentive Plan, as may be amended and in effect from time to time.



1.5 "Code" means the Internal Revenue Code of 1986, as amended, and as in effect from time to time, and/or any successor code thereto.








1.6 "Date of Termination" means the date specified in the Notice of Termination (as such term is defined in Section 6.8 of this Agreement) or such date that the Executive92s employment terminates if such termination does not require or otherwise depend upon a prior written notice by the Employers or the Executive, as the case may be, under the terms of this Agreement; provided, however, that if, within thirty (30) calendar days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party in writing that a dispute exists concerning the termination of employment that is the subject of such Notice of Termination, then the Date of Termination shall be the date on which such dispute is finally resolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction, including all appeals, unless the time for appeal therefrom has expired and no appeal has been perfected; provided, further, however, that the Date of Termination shall (a) in no case be later than the date on which the Term of Employment (as such term is defined in Section 3 of this Agreement) expires, and (b) be extended by a notice of dispute as provided above only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence.



1.7 "Good Reason" means, and shall be deemed to exist if, (a) without the written consent of the Executive, (i) the Employers fail to appoint or reappoint the Executive as President and Chief Operating Officer of the Bank, (ii) there occurs any material change by the Employers to the Executive92s function, duties or responsibilities as set forth in Section 4.1 of this Agreement, which change would cause the Executive92s position with the Employers to become one of lesser responsibility, importance or scope from the position and attributes thereof as set forth in Section 4.1 of this Agreement, (iii) there occurs any material breach of this Agreement by the Employers or (iv) the Employers fail to obtain a satisfactory agreement from any successor(s) to assume and agree to perform the Employers obligations under this Agreement, or (b) a Change in Control occurs, whether or not the Executive has consented , in writing or otherwise, to such Change in Control.



1.8 "Highest Annual Compensation" means, as determined as of any Date of Termination, the sum of (a) the highest per annum rate of base salary paid by the Employers to the Executive at any time during the Term of Employment prior to such Date of Termination, (b) the highest amount of commission or other compensation (which is not otherwise included in the base salary and bonus amounts referred in clauses (a) and (c) hereof) paid by the Employers to the Executive with respect to any fiscal year of the Employers during the Term of Employment prior to such Date of Termination, and (c) 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 fiscal year of the Employers during the Term of Employment prior to such Date of Termination.



1.9 "Parent" means any Person which has a direct or indirect legal or beneficial ownership interest in the Employers, but only if any such Person owns or controls, directly or indirectly, securities possessing at least 50 percent of the total combined voting power of all classes of securities of the Employers.



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1.10 "Person" means any natural person or any bank, trust company, credit union, corporation, firm, unincorporated organization, association, partnership, limited liability company, trust, estate, joint venture or other business organization or entity.



1.11 "Subsidiary" means any Person (other than the Company or the Bank) in which the Employers or any Parent has a direct or indirect legal or beneficial ownership interest, but only if the Company or the Parent, as the case may be, owns or controls, directly or indirectly, securities possessing at least 50 percent of the total combined voting power of all classes of securities in any such Person.



1.12 "Retirement" means the termination of the Executive92s employment with the Employers upon the initiative of the Executive at any time after the Executive attains the age of 65 years old, other than (a) a termination due to death, (b) a termination for Good Reason or (c) a termination upon the expiration of the Term of Employment.



2. Employment . Subject to the terms and provisions set forth in this Agreement, the Employers, during the Term of Employment, agree to employ the Executive as President and Chief Operating Officer of the Bank and the Executive hereby accepts such employment. The parties acknowledge and agree that the Executive92s employment by the Employers under this Agreement may not be terminated for any reason other than as set forth in Section 6 below prior to the expiration of the Term of Employment.



3. Term of Employment . The term of employment under this Agreement shall commence as of the Effective Date and, subject to extension as provided in this Section 3 or earlier termination as provided under Section 6 of this Agreement, shall continue through December 31, 2005 (the "Term of Employment"). As of the first day of each month of January during which this Agreement remains in effect (each such day a "Renewal Date"), a one-year extension of the then current Term of Employment shall automatically be effected (for example, on January 1, 2005, the Term of Employment shall be extended from a term ending on December 31, 2005 to a term ending on December 31, 2006). Either the Employers or the Executive may give written notice to the other on or prior to any given Renewal Date of the intent of the party giving such notice to terminate this Agreement at the expiration of the two-year period commencing on such Renewal Date. Upon the delivery by either party of any such notice, the Term of Employment shall no longer be subject to the automatic one-year extension provided for herein, but rather shall expire upon the conclusion of such final two-year period.



4. Positions, Responsibilities and Duties .



4.1 Positions and Duties . During the Term of Employment, the Executive shall be employed and shall serve as President and Chief Operating Officer of the Bank. In such positions, the Executive shall have the duties, responsibilities and authorities as determined and designated from time to time by the Chairman and Chief Executive Officer of the Employers or the Board and as otherwise provided in the bylaws of the Employers. The Executive shall serve under the direction of, and report only to, the Chairman and Chief Executive Officer of the Employers. Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would result in the Employers92 or the Executive92s



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noncompliance with, or any other violation of, any applicable law, regulation, regulatory policy or other regulatory requirement.



4.2 Attention to Duties and Responsibilities . During the Term of Employment, the Executive shall, except for periods of absence occasioned by illness, vacation in accordance with Section 5.6 of this Agreement, and any other reasonable leaves of absence in accordance with any applicable policies, programs, procedures or practices of the Employers, devote substantially all of his business time to the business and affairs of the Employers and the Executive shall use his best efforts, business skills, ability and fidelity to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement; provided , however , that the Executive shall be allowed, to the extent such activities do not present a conflict of interest or significantly interfere with the performance by the Executive of his duties and responsibilities hereunder, (a) to manage the Executive92s personal financial affairs, including his personal investment portfolio, and (b)(i) to serve on boards of directors or trustees or committees of civic or charitable organizations or trade associations, and (ii) after obtaining the consent of the Board, as evidenced by a formally adopted vote or resolution of the Board and under the terms and conditions specified in any such vote or resolution, to serve on the board of directors or trustees or other governing body of any company or other organization or association or to serve as a general partner or other type of active manager in any partnership or other type of business venture; provided , further , however , that all offices or positions which the Executive currently holds or has held prior to the date of this Agreement and any other that may be set forth in a schedule attached to this Agreement are hereby acknowledged by the Employers and designated as currently consented to positions.



5. Compensation and Other Benefits .



5.1 Base Salary . During the Term of Employment, the Executive shall receive a base salary of One Hundred Sixty-One Thousand Six Hundred and 00/100 Dollars ($161,600.00) per annum (such per annum amount being referred to herein as the Executive92s "Base Salary"), payable in accordance with the Employers92 normal payroll practices. The Executive92s Base Salary shall be reviewed annually by the Board for increase (but not any decrease) in the Board92s sole discretion. The Executive92 s Base Salary as may be so increased from time to time during the Term of Employment shall then constitute the Executive92s "Base Salary" for purposes of this Agreement.



5.2 Annual Bonus . During the Term of Employment, the Executive shall be entitled to participate in an equitable manner with other executive officers of the Employers in such discretionary bonus payment or awards as may be authorized, declared and paid by the Board to the Employers92 executive employees. No other compensation or additional benefits provided for in this Agreement shall be deemed to be a substitute for the Executive92s right to receive such bonuses if, when and as declared and paid by the Board.



5.3 Incentive, Retirement, and Savings Plans . During the Term of Employment, the Executive shall participate in all incentive, pension, retirement, supplemental retirement, savings, stock option and other stock grant and equity compensation plans, as well as



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all other employee benefit plans and programs, which may be maintained from time to time by the Employers for the benefit of senior executives and/or other employees of the Employers.



5.4 Welfare Benefit Plans . During the Term of Employment, the Executive and his spouse and other eligible dependents shall participate in, and be covered by, all of the health and other welfare benefit plans and programs that may be maintained from time to time by the Employers for the benefit of senior executives and/or other employees of the Employers.



5.5 Expense Reimbursement . During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses, including reasonable business travel expenses, incurred by the Executive in performing his duties and responsibilities under this Agreement in accordance with the policies, programs, procedures and practices of the Employers as in effect at the time the expense was incurred, as the same may be changed from time to time.



5.6 Vacation and Fringe Benefits; Automobile . During the Term of Employment, the Executive shall be eligible to benefit from such fringe benefits and perquisites, in accordance with the policies, programs, procedures and practices of the Employers, as may be in effect and provided from time to time to senior executives and/or other employees of the Employers, and shall be entitled to the use of an automobile, of a type commensurate with the Executive92s office and standing, at the Employers92 expense.



6. Termination .



6.1 Termination Due to Death . In the event of the Executive92s death during the Term of Employment, the Term of Employment shall thereupon end and his estate or other legal representative, as the case may be, shall, subject to Section 6.11 of this Agreement, only be entitled to:



(a) Base Salary continuation at the rate in effect (as provided in Section 5.1 of this Agreement) on the Date of Termination for a period of six months commencing on such Date of Termination or, if the Board so determines in its sole discretion and in lieu of such six-month salary continuation, a lump sum payment equal in amount to such six-month Base Salary continuation; provided, however, that if the Executive92s death during the Term of Employment occurs after, or within one year prior to, a Change in Control, then the Executive92s estate or other legal representative shall receive, in lieu of the payments required under this Section 6.1(a) and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) below in the event of a termination of the Executive92s employment after, or within one year prior to, a Change in Control (and, in the case of the Executive92s death within one year prior to a Change in Control, any amounts paid under this Section 6.1(a) prior to the Change in Control shall be taken into account in determining the total amount payable to the Executive92s estate or other legal representative as a result of the Change in Control);



(b) any Base Salary accrued but not yet paid as of the Date of Termination;



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(c) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination;



(d) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination;



(e) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs;



(f) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures and practices of the Employers;



(g) continuation of all health and other welfare benefits provided under Section 5.4 of this Agreement for the benefit of the Executive92s spouse and other eligible dependents at the level in effect on the Date of Termination and at no cost to the Executive92s spouse and such other eligible dependents for a period commencing on the Date of Termination and ending, with respect to the Executive92 s spouse, on the earlier of her death or remarriage and, with respect to any other eligible dependent of the Executive, on such date as such dependent reaches the age of legal emancipation in accordance with the laws of the Commonwealth of Massachusetts (or, if such continuation of health or other welfare benefits is not permitted by applicable law, the Employers shall provide the economic equivalent in lieu thereof); and



(h) any rights to indemnification in accordance with Section 10 of this Agreement.



6.2 Suspension for Disability .



(a) If, during the Term of Employment, the Executive shall either qualify to receive disability benefits under any group long-term disability plan then maintained by the Employers or, if no such plan is maintained by the Employers, have been absent from his duties with the Employers on a full-time basis due to physical or mental illness for six (6) consecutive months, and in either case shall not have returned to the full-time performance of his duties within thirty (30) days after written notice of potential suspension has been given to the Executive by the Employers, then the Executive92s employment shall be deemed to be suspended on the basis of disability (a "Suspension for Disability").



(b) If a Suspension for Disability occurs during the Term of Employment, the Employers shall pay the Executive an amount equal, on a per annum basis, to seventy-five percent (75%) of the Executive92s Highest Annual Compensation as determined on the effective date of the Suspension for Disability (assuming, for purposes of such determination, that the effective date of the Suspension for Disability is the Date of Termination as referred to in the definition of Highest Annual Compensation), such



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amount to be paid out in equal periodic installments in accordance with the Employers92 ordinary payroll practices during the period that such payments are required to be made under this Section 6.2(b). These payments shall commence on the first ordinary payroll payment date of the Employers after the effective date of the Executive92s Suspension for Disability and will end on the earliest to occur of the following: (i) the date on which the Executive returns to full-time employment with the Employers; (ii) the Executive92s death; or (iii) the termination by either party, or the expiration, of the Term of Employment in accordance with the terms of this Agreement. After a Suspension for Disability occurs, the Employers shall be free to fill the Executive92s positions. Upon the Executive being able to return to full-time employment before any termination or the expiration of the Term of Employment, the Executive shall, at his option, (i) assume the President and Chief Operating Officer positions of the Bank or, if another individual is then holding either of such positions and the Executive is not reappointed to both such positions, assume such other position(s) as may be available with the Employers at the same Base Salary as was in effect at the time the Suspension for Disability had commenced and otherwise continue in the employ of the Employers in accordance with the terms of this Agreement or (ii) if another individual is then holding either of such positions and the Executive is not reappointed to both such positions, exercise his right to terminate this Agreement for Good Reason under Section 6.4 of this Agreement. The disability payments to be paid to the Executive during a Suspension for Disability under this Section 6.2(b) shall be in addition to any payments or other benefits payable to the Executive under any qualified or nonqualified retirement plans or programs maintained by the Employers but shall be reduced by any payments received by the Executive during such Suspension for Disability under any group long-term disability plan maintained by the Employers. Notwithstanding any other provision contained in this Agreement to the contrary, the occurrence of a Suspension of Disability shall not in any way prevent or otherwise limit the parties92 exercising any of their respective rights to terminate the Term of Employment at any time in accordance with the terms of this Agreement.



(c) The Employers shall cause to be continued during any Suspension for Disability all life, health and other welfare coverages and benefits as were maintained by the Employers for the benefit of the Executive and his spouse and other eligible dependents prior to the occurrence of such Suspension for Disability, such continuation to continue, subject to Section 6.2(d) of this Agreement, until the expiration of the Term of Employment.



(d) Notwithstanding any other provision to the contrary in this Section 6.2, there shall be no reduction in the compensation (except as otherwise provided in Section 6.2(b) above), accrued benefits or pension granted or accruing to the Executive during the period of any Suspension for Disability and there shall be no abrogation or limitation of any of the other provisions of this Agreement that grant rights to the Executive or the Executive92s spouse or other eligibl ...