0001104659-09-048500 Sample Contracts

CHANGE IN CONTROL/NONCOMPETITION AGREEMENT
Change in Control/Noncompetition Agreement • August 10th, 2009 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts

This Change in Control/Noncompetition Agreement (this “Agreement”) entered into on the 18th day of March 2009 (the “Effective Date”) 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 Steven R. Larochelle of Dracut, Massachusetts (the “Executive”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2009 • Enterprise Bancorp Inc /Ma/ • State commercial banks

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 “Employer”), and Richard W. Main, who resides at 1 Overlook Drive, Chelmsford, Massachusetts 01824 (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2009 • Enterprise Bancorp Inc /Ma/ • State commercial banks

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 John P. Clancy, Jr., who resides at 11 Tanglewood Drive, Chelmsford, Massachusetts 01824 (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2009 • Enterprise Bancorp Inc /Ma/ • State commercial banks

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”).

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