8-K

UNITED STATES

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):  March 26, 2012 (March 20, 2012)

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

Massachusetts  (State or Other Jurisdiction of Incorporation) 001-33912  (Commission File Number) 04-3308902  (IRS Employer Identification No.)

222 Merrimack Street Lowell, Massachusetts  (address of principal executive offices) 01852  (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))

Item 5.02(e).Compensatory Arrangements of Certain Officers

On March 20, 2012, the Board of Directors of Enterprise Bank and Trust Company (the “Bank”), the wholly owned banking subsidiary and sole significant subsidiary (as such term is defined under Rule 1-02 of Regulation S-X) of Enterprise Bancorp, Inc. (the “Company”), adopted a variable compensation incentive plan (the “Plan”), including approval of specific performance factors, performance targets and percentage payout amounts, for 2012. The Plan applies to vice presidents and above who do not otherwise participate in any form of individual-based incentive plan maintained by the Bank.

The Plan is designed to acknowledge and reward bank-wide and individual performance objectives. Eligible employees receive a target incentive opportunity, which is a set percentage of an individual's base salary for the plan year (i.e., the year ending on December 31, 2012). Each participating employee is assigned to an incentive group based upon the employee's position and role in the Bank. The same performance factors apply to each incentive group, but the weights assigned to each performance factor (which determine the percentage of the total incentive payment that may be earned by an employee through accomplishment of the performance target applicable to such factor) differ by incentive group. An employee's individual and department performance may also be considered in determining the employee's actual payout amount under the Plan.

The total compensation pool available for incentive payouts under the Plan will be determined by the Bank's overall performance for the plan year and the discretion of the compensation committee of the Bank's Board of Directors. The Bank must attain a specified level of performance in net income (the “threshold” level) for the plan year for a payout to be made under any of the performance factors outlined in the Plan. The additional performance factors for which payout amounts may be made under the Plan are deposit growth, loan growth and loan quality. Higher levels of payout may be accomplished with respect to each performance factor if performance levels exceed “threshold”, including reaching “target” and “stretch” levels. There is no minimum bonus amount that is payable to any employee under the Plan.

In addition to the specific “core” performance factors described above, which apply to all of the designated incentive groups under the Plan, the additional “supplemental” performance factors of (i) annualized revenue from net growth in investment assets under management for the plan year and (ii) insurance commission revenue for the plan year also apply to the final determination of payout amounts to certain specified members of the Bank's management team, including all of the Company's named executive officers.

Each of the Company's Chairman, Chief Executive Officer and President (each of whom is included in the “Bank wide” incentive group) may receive an incentive payout under the Plan ranging from 15% of base salary if the Bank accomplishes the “threshold” levels for each “core” performance factor (i.e., net income, deposit growth, loan growth and loan quality) to 30% at “target” levels and 60% at “stretch” levels. The actual payout percentages may also be increased by a multiple of up to 1.05 or decreased by a multiple of as low as 0.95 depending upon the Bank's performance with respect to the “supplemental” performance factors of annualized revenue from net growth in investment assets under management and insurance commission revenue. Each of the Company's Chief Financial Officer (who is also included in the “Bank wide” incentive group) and Chief Operating Officer (who is included in the “Deposit Focused” incentive group) may receive an incentive payout under the Plan ranging from 9.75% of base salary if the Bank accomplishes the “threshold” levels for each “core” performance factor to 19.5% at “target” levels and 39% at “stretch” levels (likewise subject to potential increase or decrease of the actual payout percentages by a multiple ranging from 1.05 to 0.95 depending upon the Bank's performance with respect to the “supplemental” performance factors as described above).

A copy of the Plan is included as Exhibit 10 to this report.

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Item 9.01.	Financial Statements and Exhibits
(a)	Not applicable
(b)	Not applicable
(c)	The following exhibit is included with this report:
	Exhibit 10	Enterprise Bank 2012 Variable Compensation Incentive Plan

[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: March 26, 2012	By:	/s/ James A. Marcotte
		James A. Marcotte
		Executive Vice President, Treasurer and Chief Financial Officer

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EX-10

Enterprise Bank

2012 Variable Compensation Incentive Plan

Purpose and Objective

The 2012 Variable Compensation Incentive Plan (the Plan) incents and rewards our bank's performance and our individual performance.

Participants

Vice Presidents (VP) and above who do not participate in an individual sales incentive plan (e.g. Lender Incentive Plan, Branch Relationship Manager Incentive Plan, other sales incentive plan) are eligible to participate in this plan. Other than as described elsewhere in this plan, you must be employed on the payout date to receive a payout. If your hire date is after January 1 of the current plan year, you will be eligible for a pro-rata payout, based on wages earned during the plan year.

Target Awards

You will have a target variable compensation opportunity (target percentage), which is a percentage of your regular earnings (base salary) earned in the current plan year.

Determination of Variable Compensation Payout

You will be assigned to a variable compensation incentive group (Bank wide Group; Deposit Focused Group; or Loan Quality Focused Group) based upon your position and role. All variable compensation incentive groups contain the below specific performance factors with varying associated weights (see Variable Compensation Incentive Groups, page 3).

Specific Performance Factors for all Plan Participants:

• Net Income: 2012 Net Income

• Deposit Growth: 2012 average low cost deposit growth

• Loan Growth: Increase in 2012 total loan balances

• Loan Quality: Amount charged to the provision for loan losses in 2012

The below additional factors, as a positive or negative multiplier, will be used in calculating the variable compensation incentive payout for the Chairman, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Chief Commercial Lending Officer, Chief Banking Officer, Chief Sales and Marketing Officer, Managing Director of Enterprise Investment Advisors, Branch Administration Director, Mortgage Lending Director, Cash Management Director, Risk Management Director, Deposit Services Director, Chief Information Officer, Corporate Communications Director, Internal Audit Director, and Human Resources Director.

Additional Performance Factor:

• Annualized revenue from net growth in investment assets managed in 2012 (annualized revenue from new assets - attrition)

• Insurance commission revenue reported in 2012

Our bank must attain a specified level of performance in the Net Income performance factor (the “threshold”) in the current plan year for a payout to be made. If the threshold is achieved, the variable compensation pool available for variable compensation incentive payouts will be determined by overall performance of the performance factor and may also be modified at the discretion of the Compensation Committee.

Your individual performance and/or contribution for the plan year may impact your individual actual payout either positively or negatively.

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Extraordinary Event

An extraordinary event, such as a windfall, compliance rating, or another unusual event, may either positively or negatively impact the Bank's financial reports.  The Compensation Committee will have discretion whether the extraordinary event will impact the payout under the Plan.

Payout Timing

The performance period is January 1 through December 31 of the current plan year. If it is determined that participants will receive a payout under the Plan, payouts will be received on or before March 15, following the plan year.

Retirement, Disability, or Death

If a participant retires after the age of 62 and has been employed for at least three months in the current plan year, the participant is eligible to receive a pro-rata payout upon retirement. If a participant passes away or employment ends as result of disability during the plan year, the participant or the participant's beneficiary is eligible to receive a pro-rata payout. Payouts will be based upon the participant's wages earned in the current plan year, the participant's performance, and management's estimate of year-end results at the participant's employment end date.

Clawback Provision

If the Bank's reported financial or operating results are determined to be subject to material negative restatement, the Compensation Committee may require recoupment of full or partial payout made to participants with an officer status of Senior Vice President (SVP) or above.

The Compensation Committee reserves the authority to approve, modify, or disallow any payout proposed to be made under the Plan.

Performance Factor Grid Information

Variable Compensation Pool for Performance Factors
Below Threshold	At Threshold (0.50)	(0.75)	At Target (1.00)	(1.25)	(1.50)	(1.75)	At Stretch (2.00)
There will be a 0% variable compensation pool for the performance factor.	There will be a 50% variable compensation pool for the performance factor.		There will be a 100% variable compensation pool for the performance factor.				There will be a 200% variable compensation pool for the performance factor.

Performance Factor Grid for Participant Scorecard*

Variable Compensation Scorecard	Performance Factor	Weight	Threshold		Target				Stretch
			0.50	0.75	1.00	1.25	1.5	1.75	2.00
	Net Income	Refer to Groups Below	10.575M	11.075M	11.575M	12.075M	12.575M	13.075M	13.575M
	Deposit Growth		0M	9.1507M	18.30M	25.847M	33.394M	40.941M	48.488M
	Loan Growth		76.627M	97.814M	119.000M	140.186M	161.373M	182.559M	203.746M
	Loan Quality		5.8590M	5.330M	4.80M	4.270M	3.741M	3.211M	2.681M

*Department and individual performance will be considered in determining final payouts under the 2012 Variable Compensation Plan.

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Additional Performance Factors Multipliers, if applicable

Annualized revenue from net growth in investment assets managed in 2012 (annualized revenue from new assets - attrition)

• If less than $165,000, multiply actual payout percentage by 0.95

• If between $165,000 - $230,000, multiply actual payout percentage 1

• If more than $230,000, multiply actual payout percentage by 1.05

Insurance commission revenue reported in 2012

• If less than $427,500, multiply actual payout percentage by 0.95

• If between $427,500 - $522,500, multiply actual payout percentage 1

• If more than $522,500, multiply actual payout percentage by 1.05

The final multiplier used to determine the payout will be an average of the above two multipliers.

Variable Compensation Incentive Groups

Bank wide Group	Performance Factor	Weight	Deposit Focused Group	Performance Factor	Weight
	Net Income	50%		Net Income	50%
	Deposit Growth	20%		Deposit Growth	35%
	Loan Growth	20%		Loan Growth	10%
	Loan Quality	10%		Loan Quality	5%

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