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Exhibit 10.47
AMENDMENT NO. 2
TO
CHANGE IN CONTROL/NONCOMPETITION AGREEMENT
Dated as of December 13, 2006
Reference is made to that certain Change in
Control/Noncompetition Agreement dated as of August 1, 2001, as
amended by Amendment No. 1 thereto dated as of July 15, 2005 (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 Robert R. Gilman (the
"Executive").
WHEREAS, the Employers and the Executive are in mutual agreement
that certain changes to the Agreement, which would become effective
as of January 1, 2007 (the "Effective Date"), would be
advisable;
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 the Effective Date, the Agreement shall be
amended, such that the various provisions of the Agreement
referenced below shall be amended as set forth below.
Amendment to Section 4(a)(vii) . Section
4(a)(vii) shall be amended and restated in its entirety to read as
follows:
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any other compensation and benefits as may be provided in
accordance with the terms and provisions of any other agreements
between the Executive and either of the Employers and any
applicable plans, programs, procedures and practices of the
Employers;
Amendment to Section 4(c) . Section 4(c)
shall be amended and restated i
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