0001104659-08-078400 Sample Contracts

CHANGE IN CONTROL/NONCOMPETITION AGREEMENT
Change in Control/Noncompetition Agreement • December 24th, 2008 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts

This Change in Control/Noncompetition Agreement (this “Agreement”) entered into on the 19th 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 Robert R. Gilman of Lowell, Massachusetts (the “Executive”), amends and restates the Change In Control/Noncompetition Agreement dated as of August, 2001, as amended on July 15, 2005 (Amendment 1) and December 13, 2006 (Amendment 2). The provisions of this Restatement are effective as of January 1, 2008 (the “Effective Date”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 24th, 2008 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts

This EMPLOYMENT AGREEMENT made and entered into on the 19th day of December, 2008, by and between 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 “Employer”), and Richard W. Main, who resides at 1 Overlook Drive, Chelmsford, Massachusetts 01824 (the “Executive”), amends and restates the Employment Agreement dated as of January 1, 2004, as amended. The provisions of this Restatement are effective as of April 1, 2008 (the “Effective Date”).

ENTERPRISE BANK AND TRUST COMPANY FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT
Continuation Agreement • December 24th, 2008 • Enterprise Bancorp Inc /Ma/ • State commercial banks

THIS FIRST AMENDMENT is adopted this 19th day of December, 2008 by and between ENTERPRISE BANK AND TRUST COMPANY, a state-chartered commercial bank located in Lowell, Massachusetts (the “Bank”), and GEORGE L. DUNCAN (the “Executive”).

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