0001104659-07-019677 Sample Contracts

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT Dated as of December 13, 2006
Employment Agreement • March 16th, 2007 • Enterprise Bancorp Inc /Ma/ • State commercial banks

Reference is made to that certain Employment Agreement dated as of April 1, 2004, as amended by Amendment No. 1 thereto dated as of December 31, 2004 and Amendment No. 2 thereto dated as of October 17, 2006 (the “Agreement”), by and among Enterprise Bancorp, Inc. (the “Company”) and Enterprise Bank and Trust Company (the “Bank” and together with the Company, the “Employers”) and John P. Clancy, Jr. (the “Executive”).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Dated as of December 13, 2006
Employment Agreement • March 16th, 2007 • Enterprise Bancorp Inc /Ma/ • State commercial banks

Reference is made to that certain Amended and Restated Employment Agreement dated as of January 1, 2004, as amended by Amendment No. 1 thereto dated as of October 17, 2006 (the “Agreement”), by and among Enterprise Bancorp, Inc. (the “Company”) and Enterprise Bank and Trust Company (the “Bank” and together with the Company, the “Employers”) and George L. Duncan (the “Executive”).

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT Dated as of December 13, 2006
Employment Agreement • March 16th, 2007 • Enterprise Bancorp Inc /Ma/ • State commercial banks

Reference is made to that certain Amended and Restated Employment Agreement dated as of January 1, 2004, as amended by Amendment No. 1 thereto dated as of December 31, 2004 and Amendment No. 2 thereto dated as of October 17, 2006 (the “Agreement”), by and among Enterprise Bancorp, Inc. (the “Company”) and Enterprise Bank and Trust Company (the “Bank” and together with the Company, the “Employers”) and Richard W. Main (the “Executive”).

AMENDMENT NO. 2 TO CHANGE IN CONTROL/NONCOMPETITION AGREEMENT Dated as of December 13, 2006
Change in Control • March 16th, 2007 • Enterprise Bancorp Inc /Ma/ • State commercial banks

Reference is made to that certain Change in Control/Noncompetition Agreement dated as of August 1, 2001, as amended by Amendment No. 1 thereto dated as of July 15, 2005 (the “Agreement”), by and among Enterprise Bancorp, Inc. (the “Company”) and Enterprise Bank and Trust Company (the “Bank” and together with the Company, the “Employers”) and Robert R. Gilman (the “Executive”).

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