Exhibit 10.49.3
ENTERPRISE BANCORP, INC.
Incentive Stock Option
Agreement
This Agreement made as of this Xth
day of XXXXX, 20XX by and between Enterprise Bancorp, Inc., a
Massachusetts corporation (the “Company”), and NAME
(the “Optionee”).
WITNESSETH THAT:
WHEREAS, the Company has instituted
a program entitled “Enterprise Bancorp, Inc. [Amended and
Restated 1998] [2003] 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 stock
options 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 this stock option pursuant and subject to the terms of
the Plan, a copy of which is attached hereto and incorporated
herein; and
WHEREAS, the Compensation Committee
or the full Board of Directors, as the case may be, has designated
this stock option an incentive stock option in accordance with
Section 5 of the Plan;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements herein
contained, the Company and the Optionee agree as
follows.
1.
Grant . Subject to the terms of the Plan and this
Agreement, the Company hereby grants to the Optionee a stock option
(the “Option”) to purchase from the Company XXX shares
of its common stock, $0.01 par value per share
(“Stock”). This Option is intended to constitute an
incentive stock option within the meaning of Section 422 of the
Code.
2.
Exercise Price . This Option may be exercised at the
exercise price of $XX.XX per share of Stock, subject to adjustment
as provided herein and in the Plan.
3.
Term and Exercisability of Option . This Option shall
expire on the earlier of [ not later than the grant date + ten
years – one day] or the last day of the exercise period
determined pursuant to subsection (c) of this Section 3. At any
time before its expiration, this Option may be exercised to the
extent set forth in the schedule attached to this Agreement as
Exhibit 1, which is incorporated herein and made a part hereof by
this reference, provided that:
(a)
at the time of exercise the Optionee is not in violation of any
employee confidentiality, noncompetition or other agreement with
the Company or a Subsidiary;
(b)
the Optionee’s employment relationship with the Company or an
ISO Subsidiary (“Relationship”) must be in effect on
the relevant date under the schedule set
forth at Exhibit 1 in order for any
scheduled increment in the exercisable portion of the Option to
become effective; and
(c)
this Option may not be exercised if three months or more have
elapsed following the date of termination of the Relationship
between the Optionee and the Company or a Subsidiary, except that
if the Relationship terminates by reason of the Optionee’s
permanent and total disability (as determined by the Compensation
Committee or the full Board of Directors, as the case may be, on
the basis of medical advice satisfactory to it) or death,
“twelve months” shall be substituted for “three
months” in this sentence.
4.
Method of Exercise . Prior to its expiration and to
the extent that the right to purchase shares of Stock has vested
hereunder, this Option may be exercised from time to time by
written notice to the Company, substantially in the form attached
hereto as Exhibit 2, stating the number of shares with respect to
which this Option is being exercised and accompanied by either (a)
payment in full of the exercise price for the number of shares to
be delivered, by means of payment acceptable to the Company in
accordance with Section 5(c) of the Plan, or (b) a description of a
“cashless exercise” procedure and such other documents
and undertakings as are necessary to satisfy that procedure. As
soon as practicable after its receipt of such notice, the Company
shall, without transfer or issue tax to the Optionee (or other
person entitled to exercise this Option), deliver, or cause to be
delivered, to the Optionee (or other person entitled to exercise
this Option), at the principal executive offices of the Company or
such other place as shall be mutually acceptable, a stock
certificate or certificates for such shares out of theretofore
authorized but unissued shares or reacquired shares of its Stock as
the Company may elect; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any
applicable requirements of law. 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 any shares to be
issued to the Optionee upon the exercise of this Option may be
issued on such a noncertificated basis if mutually agreed upon by
the Company and the Optionee and otherwise permissible under
applicable law and the rules of any applicable stock exchange.
Payment of the exercise price may be made in cash or cash
equivalents or, in accordance with the terms and conditions of
Section 5(c) of the Plan, in whole or in part in shares of Common
Stock of the Company; provided, however, that the Compensation
Committee or the full Board of Directors, as the case may be,
reserves the right upon receipt of any written notice of exercise
from the Optionee to require payment in cash with respect to the
shares contemplated in such notice; and provided, further, that the
Optionee may not make payment in shares of Stock that he acquired
upon the earlier exercise of any incentive stock option, unless he
has held the shares until at least two years after the date the
incentive stock option was granted and at least one year after the
date the incentive stock option was exercised. If the Optionee (or
other person entitled to exercise this Option) fails to pay for and
accept delivery of all of the shares specified in such notice upon
tender of delivery thereof, his right to exercise this Option with
respect to such shares not paid for may be terminated by the
Company.
2
5.
Nonassignability of Option . This Option shall not be
assignable or transferable by the Optionee except by will or by the
laws of descent and distribution. During the life of the Optionee,
this Option shall be exercisable only by him, by a conservator or
guardian duly appointed for him by reason of his incapacity or by
the person appointed by the Optionee in a durable power of attorney
acceptable to the Company’s counsel.
6.
Complian
