-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WcN/HvFd9v9sXGphiiBhRCeT+sZ6ccjHmLfPKdMsc02Oby7z1VRUTojtWrKbFgmR oj8SWW7AGGElqddzz+WpiA== 0000908662-05-000002.txt : 20050103 0000908662-05-000002.hdr.sgml : 20041231 20050103115459 ACCESSION NUMBER: 0000908662-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE BANCORP INC /MA/ CENTRAL INDEX KEY: 0001018399 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-79135 FILM NUMBER: 05500923 BUSINESS ADDRESS: STREET 1: 222 MERRIMACK ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 9784599000 8-K 1 form_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 3, 2005 (December 31, 2004) -------------------- ENTERPRISE BANCORP, INC. (exact name of registrant as specified in charter) Massachusetts 0-21021 04-3308902 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 222 Merrimack Street 01852 Lowell, Massachusetts (Zip Code) (address of principal executive offices) (978) 459-9000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Items 1.01, 5.02 and 8.01. Entry into a Material Definitive Agreement Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Other Events The registrant's board of directors approved certain changes in title with respect to two of the registrant's executive officers. These changes became effective on December 31, 2004. The changes are as follows: o Richard W. Main has relinquished his title as Chief Operating Officer of the registrant's principal subsidiary, Enterprise Bank and Trust Company (the "Bank"), and has been appointed President of the registrant. Mr. Main now serves as President of the registrant and President and Chief Lending Officer of the Bank. o John P. Clancy, Jr. has relinquished his titles as President and Treasurer of the registrant and Treasurer of the Bank. He has been appointed Executive Vice President and Chief Operating Officer of the registrant, and, in addition to being Executive Vice President of the Bank, he has been appointed Chief Operating Officer of the Bank. Mr. Clancy now serves as Executive Vice President and Chief Operating Officer of the registrant and the Bank. Additional information regarding Messrs. Main and Clancy is included in the registrant's proxy statement for its most recent annual meeting of stockholders, which was held on May 4, 2004. Each of Messrs. Main and Clancy consented to the changes in his title for purposes of Section 1.7 of his existing employment agreement and each of them entered into an amendment to his existing employment agreement to reflect these changes. No other changes have been made to the existing employment agreement of either Mr. Main or Mr. Clancy. Copies of the amendments to the employment agreements of Messrs. Main and Clancy are included with this report. In addition to the changes in executive officer titles described above, James A. Marcotte, who previously served as Senior Vice President and Chief Financial Officer of the registrant and the Bank, has been appointed to serve as Executive Vice President, Treasurer and Chief Financial Officer of the registrant and the Bank, and Stephen J. Irish, who previously served as Executive Vice President, Chief Information Officer and Chief Operations Officer of the Bank, has relinquished his title as Chief Operations Officer and now serves as Executive Vice President and Chief Information Officer of the Bank. Item 9.01. Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) The following exhibits are included with this report: Exhibit 10.34 Amendment No. 1 dated as of December 31, 2004 to Amended and Restated Employment Agreement dated January 1, 2004 by and among the registrant, the Bank and Richard W. Main. Exhibit 10.35 Amendment No. 1 dated as of December 31, 2004 to Employment Agreement dated April 1, 2004 by and among the registrant, the Bank and John P. Clancy, Jr. [Remainder of Page Intentionally Blank] Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENTERPRISE BANCORP, INC. Date: January 3, 2005 By: /s/ James A. Marcotte -------------------------------------- James A. Marcotte Executive Vice President, Treasurer and Chief Financial Officer EX-10 2 exh_10-34.txt EXHIBIT 10.34 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 Richard W. 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/ George L. Duncan --------------------------------------------- George L. Duncan Chairman and Chief Executive Officer ENTERPRISE BANK AND TRUST COMPANY By: /s/ George L. Duncan --------------------------------------------- George L. Duncan Chairman and Chief Executive Officer EXECUTIVE /s/ Richard W. Main --------------------------------------- Richard W. Main EX-10 3 exh_10-35.txt EXHIBIT 10.35 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Dated as of December 31, 2004 Reference is made to that certain Employment Agreement dated as of April 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 John P. Clancy, Jr. (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 Executive Vice President and Chief Operating Officer of the Company and 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 Executive Vice President and Chief Operating Officer of the Company and 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 Executive Vice President and Chief Operating Officer of the Company and 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/ George L. Duncan --------------------------------------------- George L. Duncan Chairman and Chief Executive Officer ENTERPRISE BANK AND TRUST COMPANY By: /s/ George L. Duncan ---------------------------------------------- George L. Duncan Chairman and Chief Executive Officer EXECUTIVE /s/ John P. Clancy, Jr. ------------------------------------------------- John P. Clancy, Jr. -----END PRIVACY-ENHANCED MESSAGE-----