Exhibit 10.1.1
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
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”).
W
I T N
E S S E T H
:
WHEREAS, the parties previously
entered into an Amended and Restated Employment Agreement dated as
of January 1, 2004, as amended;
WHEREAS, on December 19, 2008,
the parties further amended and restated the Employment Agreement
(“Employment Agreement”), whose provisions were
effective as of April 1, 2008 (“Effective
Date”);
WHEREAS, the Employment Agreement
contains certain scrivener’s errors and the parties mutually
agree to correct the errors and clarify and confirm the intent of
the parties with respect to such matters;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound
hereby, it is hereby agreed that effective as of the Effective
Date, the Employment Agreement is amended as follows:
1. Section 4.7 - Termination
Due to Retirement. By striking and removing
Subsection 4.7 (d) in its entirety and replacing said
Subsection 4.7(d) with the following:
(d)
to continue, together with his spouse and eligible dependents,
participation in the welfare benefits described in
