Exhibit 10.49.2
ENTERPRISE BANCORP, INC.
Nonqualified Stock Option
Agreement
This Agreement made as of this Xth
day of XXXX, 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 a nonqualified 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 #OF shares
of its common stock, $0.01 par value per share
(“Stock”). This Option is not intended to be an
incentive stock option or to qualify for special federal income tax
treatment under 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 must maintain the employment, contractual or other
service relationship with the Company or a Subsidiary that was in
effect at the time of the initial
grant of this Option (the
“Relationship”) without change on the relevant date set
forth in Exhibit 1 in order for any scheduled increment in the
exercisable portion of the Option to become effective;
(c)
this Option may not be exercised if three months or more have
elapsed following the date of termination, or any change in the
nature, of the Relationship between the Optionee and the Company or
a Subsidiary; provided, however, that if the Relationship
terminates as a result of the Optionee’s retirement at age 62
or older, “thirty-six months” shall be substituted for
“three months” in this sentence; and provided, further,
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, the Option must be exercised within twelve months of the
Optionee’s death or disability; and
(d)
For purposes of subsections (b) and (c) of this Section 3, the
nature of the Relationship between the Optionee and the Company
shall not be deemed to have changed if the fundamental nature of
the Relationship, meaning the Optionee serving as an employee or as
a non-employee director or as a third-party consultant, advisor or
other vendor, as the case may be, does not change, regardless of
any changes in the Optionee’s title, compensation or other
terms of employment or service, as the case may be, which do not
change the fundamental nature of the Relationship. A
fundamental change in the nature of the Relationship would include,
for example, a change from the Optionee serving as an employee of
the Company to serving as a third-party consultant to the Company
or a change from the Optionee serving as an employee director of
the Company to serving as a non-employee director of the
Company.
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
2
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,
