Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 15, 2023 (December 12, 2023)

ENTERPRISE BANCORP, INC.

(Exact name of registrant as specified in charter)

Massachusetts

001-33912

04-3308902

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)



222 Merrimack Street
Lowell,	Massachusetts	01852
(Address of principal executive offices)		(Zip Code)

(978)459-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EBTC	NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Supplemental Executive Retirement and Deferred Compensation Plan

On December 12, 2023, the Board of Directors (the “Board”) of Enterprise Bancorp, Inc. (the “Company”), on the recommendation of the Compensation and Human Resource Committee of the Board, approved an amendment to the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan (the “SERP”), amending the vesting schedule for any contributions made by the Company for services performed on or after January 1, 2024 to current participants in the SERP who are not fully vested as of the effective date of the SERP Amendment and prospective participants in the SERP (the “SERP Amendment”). Under the SERP Amendment, Company contributions made to such participants on or after January 1, 2024 would be 100% vested upon the earlier of (i) the participant achieving five (5) or more “Years of Participation” under the SERP, or (ii) the participant reaching “Normal Retirement Age,” or 62 years old. For Company contributions under the SERP made for services performed prior to January 1, 2024, the vesting schedule remains unchanged and such contributions would vest upon the earlier of (a) 50% vesting upon the participant achieving four (4) “Years of Participation” under the SERP and the remaining 50% vesting upon the participant achieving six (6) or more “Years of Participation” under the SERP, or (b) 100% vesting upon the participant reaching “Normal Retirement Age,” or 62 years old.

The foregoing description of the SERP Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SERP Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.




Item 9.01.						Financial Statements and Exhibits.

(d)						The following exhibits are included with this Current Report on Form 8-K:

						Exhibit 10.1: Amendment to the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan.

[Remainder of Page Intentionally Blank]

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




ENTERPRISE BANCORP, INC.


Date: December 15, 2023	By:	/s/ Joseph R. Lussier
		Joseph R. Lussier
		Executive Vice President, Treasurer and Chief Financial Officer

AMENDMENT TO THE

ENTERPRISE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AND DEFERRED COMPENSATION PLAN

WHEREAS, Enterprise Bank and Trust Company (the "Employer") heretofore adopted the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan (the "Plan"); and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer desires to amend the Plan to change the vesting schedule with respect to Employer amounts contributed to the Plan for service on or after January 1, 2024.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2024, as follows:

1.Section 10 of the Plan is hereby amended by deleting it in its entirety and replacing it with the following:

“SECTION 10. VESTED STATUS

Subject to the provisions of Section 21, if a Participant “separates from service” with the Company (within the meaning of Section 409A of the Code) for any reason on or after his Normal Retirement Age, or prior to that date as a result of the Participant’s Disability or death, such Participant shall have a nonforfeitable (vested) right to the fair market value of the Participant’s account(s). If a Participant separates from service prior to his Normal Retirement Age for any other reason other than his death or Disability, such Participant shall be entitled to receive the vested value of his account(s). For this purpose, each Participant shall at all times have a nonforfeitable (vested) right to his account(s) derived from any Compensation deferred pursuant to Section 4.

With respect to any Company contributions made on the Participant’s behalf pursuant to Section 7, for service performed on or after January 1, 2024, the Participant shall have a nonforfeitable (vested) right to a percentage of the fair market value of such portion of his retirement account(s) as follows:


Years of Participation			Vested Percentage
Less than 5 years			0%
5 or more years			100%

However, with respect to any Company contributions made on the Participant’s behalf pursuant to Section 7, for service performed prior to January 1, 2024, the Participant shall have a nonforfeitable (vested) right to a percentage of the fair market value of such portion of his retirement account(s) as follows:


Years of Participation			Vested Percentage
Less than 4 years			0%
4 years but less than 6 years 6 or more years			50% 100%

For vesting purposes, a Participant shall be credited with a Year of Participation for each 12-month period of employment with the Company as measured from his initial date of eligibility under the Plan as specified in writing to the Participant. A Year of Participation shall be credited only if the Participant remains employed by the Company at the conclusion of the 12-month period regardless of the hours worked during the 12-month period.

Notwithstanding the foregoing, a Participant’s accounts(s) shall become one hundred percent (100%) vested upon a Change in Control while in the employ of the Company.

The nonvested portion of a Participant’s retirement account(s) shall be forfeited as soon as practicable after distribution of the portion of his vested retirement account(s) attributable to Company contributions commences. Forfeitures under this Section 10 or any other section of the Plan shall be used to pay Plan administrative expenses and/or reduce Company contributions under the Plan.”

2.Except as hereinabove amended, the provisions of the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Amendment to be executed on the 12th day of December, 2023.

ENTERPRISE

BANK AND TRUST

COMPANY



By:			/s/ Jamie Gabriel
			Jamie Gabriel
			Executive Vice President, Chief Human Resources Officer

Cover	Dec. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Entity Registrant Name	ENTERPRISE BANCORP, INC.
Entity Incorporation, State or Country Code	MA
Entity File Number	001-33912
Entity Tax Identification Number	04-3308902
Entity Address, Address Line One	222 Merrimack Street
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01852
Entity Address, City or Town	Lowell,
City Area Code	(978)
Local Phone Number	459-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	EBTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001018399
Amendment Flag	false