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):  October 18, 2006  (October 17, 2006)

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
Lowell, Massachusetts	01852
(address of principal executive offices)	(Zip Code)

(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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 1.01, 5.02.	Entry into a Material Definitive Agreement Departure of Directors or Principal Officers
	Appointment of Principal Officers

On October 17, 2006, the registrant’s board of directors approved the appointment of John P. Clancy, Jr., age 48, the registrant’s current chief operating officer, to the position of chief executive officer effective as of January 1, 2007.  George L. Duncan, age 66, the registrant’s current chairman and chief executive officer, will continue to serve as chairman of the board of directors and will remain a full-time employee.  A copy of the registrant’s press release announcing this planned change in the registrant’s management structure is included with this report.

In connection with the implementation of this planned change in the registrant’s management structure, Messrs. Duncan and Clancy, together with Richard W. Main, the registrant’s president, have agreed to certain amendments to their respective employment agreements.  Copies of the amendments to the employment agreements of Messrs. Duncan, Main and Clancy are included with this report.

To the extent applicable under Section 1.7 of their respective employment agreements, each of Messrs. Duncan, Main and Clancy also consented in writing to any changes in title and/or function, duties and responsibilities resulting from this planned change in the registrant’s management structure.

Additional information regarding Mr. Clancy is included in the registrant’s proxy statement for its most recent annual meeting of stockholders, which was held on May 2, 2006.

Item 9.01.     Financial Statements and Exhibits

(a)Not applicable

(b)Not applicable

(c)The following exhibits are included with this report:

Exhibit 10.49	Amendment No. 1 dated as of October 17, 2006, to be effective as of January 1, 2007, to Amended and Restated Employment Agreement dated January 1, 2004 by and among the registrant, its principal subsidiary and George L. Duncan.
Exhibit 10.50	Amendment No. 2 dated as of October 17, 2006, to be effective as of January 1, 2007, to Amended and Restated Employment Agreement dated January 1, 2004, as amended by Amendment No. 1 thereto dated as of December 31, 2004, by and among the registrant, its principal subsidiary and Richard W. Main.

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Exhibit 10.51	Amendment No. 2 dated as of October 17, 2006, to be effective as of January 1, 2007, to Employment Agreement dated April 1, 2004, as amended by Amendment No. 1 thereto dated as of December 31, 2004, by and among the registrant, its principal subsidiary and John P. Clancy, Jr.
Exhibit 99	Press release issued by Enterprise Bancorp, Inc. on October 18, 2006.

[Remainder of Page Intentionally Blank]

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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: October 18, 2006	By:	/s/ James A. Marcotte
		James A. Marcotte
		Executive Vice President, Treasurer
		and Chief Financial Officer

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EX-10.49

Exhibit 10.49

AMENDMENT NO. 1

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Dated as of October 17, 2006

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 George L. Duncan (the “Executive”).

WHEREAS, the Employers desire to continue to employ the Executive with a change in the titles and responsibilities held and exercised by the Executive;

AND WHEREAS, the Executive is willing to continue to be employed with a change in the titles and responsibilities held and exercised by the Executive and, in connection therewith, has delivered on the date hereof a written consent to such change in titles and responsibilities 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:

Effective as of January 1, 2007 (the “Effective Date”), the Agreement shall be amended, such that Sections 1.7, 2, 4.1 and 6.2(b) shall be 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 Board fails to appoint or reappoint the Executive as Chairman of the Board of Directors of the Company and 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 an active employee and as Chairman of the Board of Directors of the Company and the Bank and the Executive hereby accepts such employment.

Amendment to Section 4.1.  Section 4.1 shall be amended and restated in its entirety to read as follows:

4.1           Positions and Duties.  During the Term of Employment, the Executive shall be employed as an active employee and shall serve as Chairman of the Board of Directors of the Company and the Bank and shall exercise and assume such duties,

responsibilities and authorities as are provided in the bylaws of the Employers with respect to holding such office.  Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would result in the Employers’ or the Executive’s noncompliance with, or any other violation of, any applicable law, regulation, regulatory policy or other regulatory requirement.

Amendment to Section 6.2(b).  In Section 6.2(b), clause (i) of the fourth sentence thereof shall be amended and restated in its entirety to read as follows:

(i) assume the Chairman of the Board of Directors positions of the Company and the Bank or, if another individual is then holding either of such positions and the Executive is not reappointed to both such positions, assume such other position(s) as may be available with the Employers at the same Base Salary as was in effect at the time the Suspension for Disability had commenced and otherwise continue in the employ of the Employers in accordance with the terms of this Agreement or

The Agreement, as amended by this Amendment No. 1 as of the Effective Date, 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/ Richard W. Main
		Richard W. Main
		President
ENTERPRISE BANK AND TRUST COMPANY
By:	/s/ Richard W. Main
		Richard W. Main
		President
EXECUTIVE
	/s/ George L. Duncan
		George L. Duncan

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EX-10.50

Exhibit 10.50

AMENDMENT NO. 2

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Dated as of October 17, 2006

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 (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 and the Executive have a mutual desire to clarify certain administrative matters pertaining to the continuing employment of the Executive;

AND WHEREAS, the Executive is willing to continue to be employed with such clarification of administrative matters and any changes in the Executive’s function, duties or responsibilities that may result therefrom, and, in connection therewith, has delivered on the date hereof a written consent to any such changes 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:

Effective as of January 1, 2007 (the “Effective Date”), the Agreement shall be amended, such that Sections 4.1 and 6.2(b) shall be amended as set forth below.

Amendment to Section 4.1.  Section 4.1 shall be amended and restated in its entirety to read as follows:

4.1           Positions and Duties.  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 and shall exercise and assume such duties, responsibilities and authorities as are provided in the bylaws of the Employers with respect to holding such offices.  Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would result in the Employers’ or the Executive’s noncompliance with, or any other violation of, any applicable law, regulation, regulatory policy or other regulatory requirement.

Amendment to Section 6.2(b).  In Section 6.2(b), clause (i) of the fourth sentence thereof shall be amended and restated in its entirety to read as follows:

(i) assume the President position of the Company and the President and Chief Lending Officer positions of the Bank or, if another individual is then holding either of such positions and the Executive is not reappointed to both such positions, assume such other position(s) as may be available with the Employers

at the same Base Salary as was in effect at the time the Suspension for Disability had commenced and otherwise continue in the employ of the Employers in accordance with the terms of this Agreement or

The Agreement, as amended by this Amendment No. 2 as of the Effective Date, is and shall continue to be in full force and effect and shall not be affected by this Amendment No. 2, 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. 2 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

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EX-10.51

Exhibit 10.51

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Dated as of October 17, 2006

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 (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 Executive’s titles and responsibilities;

AND WHEREAS, the Executive is willing to continue to be employed with a change in his titles and responsibilities, and in connection with such change in titles has delivered on the date hereof a written consent 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:

Effective as of January 1, 2007 (the “Effective Date”), the Agreement shall be amended, such that Sections 1.7, 2, 4.1 and 6.2(b) shall be 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 Chief Executive 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 Chief Executive Officer of the Company and of the Bank and the Executive hereby accepts such employment.

Amendment to Section 4.1.  Section 4.1 shall be amended and restated in its entirety to read as follows:

4.1           Positions and Duties.  During the Term of Employment, the Executive shall be employed and shall serve as Chief Executive Officer of the Company and the Bank and shall exercise and assume such duties, responsibilities and authorities as are provided in the bylaws of the Employers with respect to holding such office.  Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would result in the Employers’ or the Executive’s noncompliance

with, or any other violation of, any applicable law, regulation, regulatory policy or other regulatory requirement.

Amendment to Section 6.2(b).  In Section 6.2(b), clause (i) of the fourth sentence thereof shall be amended and restated in its entirety to read as follows:

(i) assume the Chief Executive Officer positions of the Company and the Bank or, if another individual is then holding either of such positions and the Executive is not reappointed to both such positions, assume such other position(s) as may be available with the Employers at the same Base Salary as was in effect at the time the Suspension for Disability had commenced and otherwise continue in the employ of the Employers in accordance with the terms of this Agreement or

The Agreement, as amended by this Amendment No. 2 as of the Effective Date, is and shall continue to be in full force and effect and shall not be affected by this Amendment No. 2, 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. 2 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.

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EX-99

Exhibit 99

Contact Info:	Mary Ellen Fitzpatrick (978) 656-5520
	Senior Vice President, Corporate Communications

Jack Clancy named CEO of Enterprise Bancorp, Inc. and Enterprise Bank.

Lowell, Mass.—(BUSINESS WIRE)—October 18, 2006—Enterprise Bancorp, Inc. (NASDAQ:EBTC) and Enterprise Bank today announced that its Board of Directors elected Chief Operating Officer Jack Clancy to the position of Chief Executive Officer, effective January 1, 2007. Current Chairman and CEO, George Duncan, will continue as Chairman of the Board and as a full-time employee.

Mr. Clancy has served in leadership roles at the bank since its formation in 1988. He is a lifelong resident of the Greater Lowell area with personal ties to many of the communities the bank serves. He graduated summa cum laude from University of Lowell (now UMass Lowell) and successfully completed Harvard Business School’s Advanced Management Program. Prior to becoming the Chief Operating Officer, Jack has held the positions of Chief Financial Officer, Treasurer and Chief Investment Officer.

George Duncan will continue as the full-time Chairman and will help guide and support the bank’s future strategies and direction. Mr. Duncan commented, “I am very proud of the many accomplishments achieved by the exceptional team of professionals at Enterprise. And, I am especially excited by what is yet to come. With this CEO appointment, the Board and I have a great sense of optimism knowing that Jack will lead Enterprise into the future. Jack’s thorough knowledge of the special culture and of all facets of Enterprise, and his leadership abilities and professionalism, make his appointment as CEO the right choice at the right time. Jack has been the initiator and driving force for many of our most successful initiatives, including much of our branch expansion, process improvement, leadership development and strategic positioning.  Jack’s special blend of talents will enable Enterprise to expand its franchise in the years ahead, as Enterprise grows from a $1 billion to a $2 billion commercial bank.” Jack Clancy commented,” I am excited to assume the CEO role of Enterprise Bancorp, Inc. and Enterprise Bank. I have a deep and heartfelt commitment to Enterprise and recognize the importance of its success to the well being of our shareholders, employees, customers, and the communities we serve. Chairman George Duncan and President and Chief Lending Officer Richard Main, have been wonderful mentors and I share their values and commitment to customer service, integrity and strong financial results. George and Dick are among the best bankers and visionaries in the industry, and it gives me great confidence in knowing that I will continue to have their counsel, advice and day-to-day support for many years ahead. I believe that it is an ideal structure with George and Dick remaining fully engaged as their expertise will greatly enhance my ability to lead effectively. I look forward to continuing to work with them and our Board of Directors to execute our growth and expansion plans. Enterprise is superbly positioned, and I am honored to be given the opportunity of leading it to the next level.”

Enterprise Bancorp, Inc. is a Massachusetts corporation that conducts substantially all of its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank. Enterprise Bancorp, Inc. currently has $972.8 million in assets and an additional $462.8 million in investment assets under management. The company’s headquarters and the bank’s main office are located at 222 Merrimack Street in Lowell, Massachusetts. The company’s  primary market area is the Merrimack Valley, North Central region of Massachusetts and South Central New Hampshire. The company has fourteen full-service branch banking offices located in the Massachusetts cities and towns of Lowell, Andover, Billerica, Chelmsford, Dracut, Fitchburg, Leominster, Tewksbury, and Westford, and in Salem, New Hampshire, which serve those cities and towns as well as the surrounding communities.

The above text contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” and other expressions that predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the company. These risks, uncertainties and other factors may cause the actual results, performance and achievements of the company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to general economic conditions, changes in interest rates, regulatory considerations and competition. For more information about these factors, please see our most recent Annual Report on Form 10-K on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statements contained in this press release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise.