AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Dated as of December 31, 2004
Reference is made to that certain Amended and Restated Employment
Agreement dated as of January 1, 2004 (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 Xxxxxxx X. Main. (the
"Executive").
WHEREAS, the Employers desire to continue to employ the Executive with
a change in the titles held by the Executive;
AND WHEREAS, the Executive is willing to continue to be employed with a
change in the titles held by the Executive and, in connection therewith, has
delivered on the date hereof a written consent to such change in titles for
purposes of Section 1.7 of the Agreement;
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:
As of the date set forth above, the Agreement shall be and hereby is
amended, such that Sections 1.7, 2 and 4.1 shall be and hereby are amended as
set forth below.
Amendment to Section 1.7. In Section 1.7, clause (a)(i) contained in
the second and third lines thereof shall be amended and restated in its entirety
to read as follows:
(a) without the written consent of the Executive, (i) the Employers
fail to appoint or reappoint the Executive as President of the Company
and President and Chief Lending Officer of the Bank,
Amendment to Section 2. In Section 2, the first sentence thereof shall
be amended and restated in its entirety to read as follows:
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 of the Company and President and Chief Lending Officer of
the Bank and the Executive hereby accepts such employment.
Amendment to Section 4.1. In Section 4.1, the first sentence thereof
shall be amended and restated in its entirety to read as follows:
During the Term of Employment, the Executive shall be employed and
shall serve as President of the Company and President and Chief Lending
Officer of the Bank.
The Agreement, as amended by this Amendment No. 1, is and shall
continue to be in full force and effect and shall not be affected by this
Amendment No. 1, except and only to the extent specified above.
IN WITNESS WHEREOF, the undersigned Executive has hereunto set his hand
and each of the Employers has caused this Amendment No. 1 to be executed in its
name and on its behalf by a duly authorized officer, in each case as an
instrument under seal and as of the date set forth above.
ENTERPRISE BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
ENTERPRISE BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Xxxxxxx X. Main
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Xxxxxxx X. Main
