Exhibit 10.4
ENTERPRISE BANCORP, INC.
Restricted Stock
Agreement
This Agreement is entered into as of
this Xth day of XXXXX, 20XX (the “Grant Date”) by and
between Enterprise Bancorp, Inc., a Massachusetts corporation
(the “Company”), and
(the “Grantee”).
WITNESSETH THAT:
WHEREAS, the Company has instituted
a program entitled “Enterprise Bancorp, Inc. 2009 Stock
Incentive Plan” (the “Plan”); and
WHEREAS, the Compensation Committee
of the Board of Directors, or the full Board of Directors, as the
case may be, of the Company has authorized the grant of shares of
the Company’s common stock to the Grantee upon the terms and
conditions set forth below; and
WHEREAS, the Compensation Committee
or the full Board of Directors, as the case may be, has authorized
the grant of shares of the Company’s common stock to the
Grantee pursuant and subject to the terms of the Plan, a copy of
which is attached hereto and incorporated herein;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements herein
contained, the Company and the Grantee agree as follows.
1.
Grant . Subject to the terms of the Plan and
this Agreement, the Company hereby grants to the Grantee, and the
Grantee hereby accepts,
shares of the Company’s common stock, par value $0.01 per
share (the “Restricted Stock”). The term
“Restricted Stock” shall include any additional shares
of stock of the Company issued on account of the foregoing shares
by reason of stock dividends, stock splits or recapitalizations
(whether by way of mergers, consolidations, combinations or
exchanges of shares or the like).
2.
Vesting Schedule
. The interest of the Grantee
in the Restricted Stock shall vest in accordance with the schedule
attached to this Agreement as Exhibit 1, which is incorporated
herein and made a part hereof by this reference; provided, however,
that such vesting of shares of the Restricted Stock shall be and
hereby is conditioned upon the Grantee’s continuing
employment with the Company and continuing compliance with all
applicable employee confidentiality, noncompetition and other
agreements with the Company and any of its subsidiaries as of each
date upon which such vesting shall occur in accordance with such
schedule.
3.
Restrictions on Stock
. Until the termination of
restrictions and the vesting of the shares of Restricted Stock as
provided in Section 2 above, none of the Restricted Stock may
be sold, assigned, transferred, pledged, or otherwise encumbered
except as provided in this Agreement.
If the Grantee’s
employment with the Company is terminated for any reason, whether
with or without cause and whether voluntarily or involuntarily,
then all shares of Restricted Stock that have not yet vested as of
the time of the Grantee’s termination of employment, if
any,
shall be forfeited and returned to the Company,
unless the Compensation Committee of the Board of Directors, or the
full Board of Directors, as the case may be, of the Company, in its
sole discretion shall otherwise determine.
4.
Rights as Stockholder
. Except for the restrictions
and other limitations and conditions provided in this Agreement,
the Grantee as owner of the Restricted Stock shall have all the
rights of a stockholder, including but not limited to the right to
receive all dividends paid on such Restricted Stock and the right
to vote all of the shares of such Restricted Stock.
5.
Stock Certificates
. Each certificate issued for
shares of Restricted Stock shall be registered in the name of the
Grantee and deposited by the Grantee, together with a stock power
endorsed in blank, with the Company or its duly appointed transfer
agent and shall bear the following (or a similar)
legend:
The transferability of this
certificate and the shares of stock represented hereby are subject
to the terms, conditions and restrictions (including forfeiture)
contained in a Restricted Stock Agreement between the registered
owner and Enterprise Bancorp, Inc. A copy of such
Restricted Stock Agreement will be furnished to the holder of this
certificate upon written request and without charge.
Upon the termination of the
restrictions imposed under this Agreement as to any shares of
Restricted Stock, the Company shall return to the Grantee (or to
such Grantee’s legal representative, beneficiary or heir)
certificates, without a legend, for the shares of common stock
deposited with it or its transfer agent pursuant to this
Section 5 as to which the restrictions have been
terminated.
Notwithstanding the foregoing, if
and to the extent that the Company also provides to its
shareholders generally a means to hold title to shares on a
noncertificated basis, then the shares of Restricted Stock issued
to the Grantee under this Agreement may be issued on such a
noncertificated basis if mutually agreed upon by the Company and
the Grantee and otherwise permissible under applicable law and the
rules of any applicable stock exchange. If any such
shares of Restricted Stock are so issued on a noncertificated
basis, then the Company shall adopt alternative measures in lieu of
the foregoing stock certificate legend to ensure that the
restrictions on such shares of Restricted Stock required under this
Agreement are properly observed.
6.
Tax Consequ
