SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Enterprise Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials: _________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No:
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(3) Filing party:
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(4) Date Filed:
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<PAGE>
[Logo]
ENTERPRISE BANCORP, INC.
222 MERRIMACK STREET
LOWELL, MASSACHUSETTS 01852
TELEPHONE: (978) 459-9000
March 24, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
stockholders (the "Annual Meeting") of Enterprise Bancorp, Inc. (the "Company"),
the parent holding company of Enterprise Bank and Trust Company, to be held on
Tuesday, May 2, 2000, at 4:00 p.m. local time, at the American Textile Museum,
491 Dutton Street, Lowell, Massachusetts.
The Annual Meeting has been called for the following purposes:
1. To elect five Directors of the Company, each for a three-year
term;
2. To ratify the Board of Directors' appointment of KPMG LLP as
the Company's independent auditors for the fiscal year ending
December 31, 2000; and
3. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The accompanying proxy statement of the Company provides information
concerning the matters to be voted on at the Annual Meeting. Also enclosed is
the Company's 1999 annual report to stockholders, which contains additional
information and results for the year ended December 31, 1999, including the
Company's Annual Report on Form 10-K as filed with the Securities and Exchange
Commission.
It is important that your shares be represented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, you are requested to
complete, date, sign and return the enclosed proxy card in the enclosed postage
paid envelope.
Thank you for returning your proxy. We appreciate your continuing
support of the Company.
Sincerely,
/s/ George L. Duncan
George L. Duncan
Chairman of the Board
and Chief Executive Officer
<PAGE>
ENTERPRISE BANCORP, INC.
222 MERRIMACK STREET
LOWELL, MASSACHUSETTS 01852
TELEPHONE: (978) 459-9000
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, May 2, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of stockholders (the
"Annual Meeting") of Enterprise Bancorp, Inc. (the "Company") will be held at
the American Textile Museum, 491 Dutton Street, Lowell, Massachusetts at 4:00
p.m. local time on Tuesday, May 2, 2000 for the following purposes:
1. To elect five Directors of the Company, each to serve for a
three-year term (Proposal One);
2. To ratify the Board of Directors' appointment of KPMG LLP as
the Company's independent auditors for the fiscal year ending
December 31, 2000 (Proposal Two); and
3. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 10,
2000 as the record date for determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournments or postponements
thereof. Only holders of the Company's common stock of record at the close of
business on that date will be entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof.
In the event there are not sufficient votes to approve any of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies by the Company.
By Order of the Board of Directors
/s/ Arnold S. Lerner
Arnold S. Lerner
Clerk
Lowell, Massachusetts
March 24, 2000
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON,
YOU MAY DO SO.
<PAGE>
ENTERPRISE BANCORP, INC.
222 MERRIMACK STREET
LOWELL, MASSACHUSETTS 01852
Telephone: (978) 459-9000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, May 2, 2000
General
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Enterprise Bancorp, Inc. (the
"Company"), the parent holding company of Enterprise Bank and Trust Company (the
"Bank"), for the 2000 Annual Meeting of stockholders of the Company (the "Annual
Meeting"), to be held on Tuesday, May 2, 2000 at 4:00 p.m. local time, at the
American Textile Museum, 491 Dutton Street, Lowell, Massachusetts and at any
adjournments or postponements thereof. This Proxy Statement, the accompanying
Notice of Annual Meeting and the accompanying proxy card are first being mailed
to stockholders on or about March 24, 2000.
The Annual Meeting has been called for the following purposes: (1) to
elect five Directors of the Company, each to serve for a three-year term; (2) to
ratify the appointment of KPMG LLP as the Company's independent auditors; and
(3) to transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Company is a Massachusetts corporation and a registered bank
holding company. All of the Company's material business activities are conducted
through the Bank.
Record Date
The Board of Directors has fixed the close of business on March 10,
2000 as the Record Date for the determination of stockholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournments or postponements
thereof. Only holders of record of the Company's common stock at the close of
business on the Record Date will be entitled to notice of, and to vote at, the
Annual Meeting and any adjournments or postponements thereof. At the close of
business on the Record Date, there were 3,231,268 shares of the Common Stock
issued and outstanding and entitled to vote at the Annual Meeting and any
adjournments or postponements thereof. As of such date there were approximately
603 holders of record of the Common Stock. The holders of each share of the
Common Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record upon each matter properly
submitted to the Annual Meeting or any adjournments or postponements thereof.
Proxies
Holders of the Common Stock are requested to complete, date, sign and
promptly return the accompanying proxy card in the enclosed envelope which
requires no postage if mailed in the United States. If the enclosed form of
proxy is properly executed and returned to the Company in time to be voted at
the Annual Meeting, the shares represented thereby will, unless such proxy has
previously been revoked, be voted in accordance with the instructions marked
thereon. Properly executed proxies with no instructions indicated thereon will
be voted (1) FOR the election of Gerald G. Bousquet, Kathleen M. Bradley, James
F. Conway, III, Nancy L. Donahue and Lucy A. Flynn, the five nominees of the
Board of Directors, as Directors of the Company, (2) FOR the ratification of the
Board of Directors' appointment of KPMG LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000, and (3) in such manner as
management's proxy-holders shall decide on such other matters as may properly
come before the Annual Meeting or any adjournments or postponements thereof.
<PAGE>
The presence of a stockholder at the Annual Meeting will not
automatically revoke a stockholder's proxy. A stockholder may, however, revoke a
proxy at any time prior to the voting thereof on any matter (without, however,
affecting any vote taken prior to such revocation) by filing with the Clerk of
the Company a written notice of revocation, or by delivering to the Company a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. All written notices of revocation and other communications
with respect to revocation of proxies in connection with the Annual Meeting
should be addressed as follows: Enterprise Bancorp, Inc., 222 Merrimack Street,
Lowell, Massachusetts 01852, Attention: Arnold S. Lerner, Clerk.
It is not anticipated that any matters other than those set forth in
the foregoing proposals (1) and (2) contained in this Proxy Statement will be
brought before the Annual Meeting. If any other matters properly come before the
Annual Meeting, the persons named as proxies will vote upon such matters in
their discretion in accordance with their best judgment.
In addition to use of the mails, proxies may be solicited personally or
by telephone, fax or telegraph by officers, Directors and employees of the
Company who will not be specially compensated for such solicitation activities.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries for forwarding solicitation materials to the beneficial
owners of shares held of record by such persons, and the Company will reimburse
such persons for their reasonable out-of-pocket expenses incurred in that
connection. The cost of soliciting proxies will be borne by the Company.
Quorum; Vote Required
The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of the Common Stock is necessary to
constitute a quorum at the Annual Meeting for the transaction of business.
Abstentions and "broker non-votes" (as defined below) will be counted as present
for purposes of determining the presence or absence of a quorum for the
transaction of business at the Annual Meeting. A quorum being present, the
affirmative vote of a plurality of the votes cast at the Annual Meeting is
required for the election of Directors of the Company (Proposal One). Neither
abstentions nor broker non-votes will be counted as "votes cast" for purposes of
electing Directors of the Company and, therefore, they will not affect the
election of Directors of the Company. Approval of the proposal to ratify the
appointment of independent auditors (Proposal Two) requires the affirmative vote
of a majority of the shares present and voting, in person or by proxy, at the
Annual Meeting. Neither abstentions nor broker non-votes will be included among
the shares that are considered to be present and voting on this proposal and,
therefore, they will have no effect on the voting for this proposal.
A "broker non-vote" is a proxy from a broker or other nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote the shares which are the subject of the
proxy on a particular matter with respect to which the broker or other nominee
does not have discretionary voting power.
The Directors and executive officers of the Company have indicated that
they intend to vote all shares of the Common Stock which they are entitled to
vote in favor of each of proposals (1) and (2) presented herein. On the Record
Date, the Directors and executive officers of the Company in the aggregate had
the right to vote 943,124 shares of the Common Stock representing approximately
29.19% of the outstanding shares of the Common Stock as of such date.
PROPOSAL ONE
ELECTION OF CLASS OF DIRECTORS
The Company's By-Laws provide that the number of Directors shall be set
by a majority vote of the entire Board of Directors. The number of Directors for
the Company has been accordingly set at 16. Under the Company's Articles of
Organization and By-Laws, this number shall be divided into three
-2-
<PAGE>
classes, as nearly equal in number as possible, with the Directors in each class
serving a term of three years and until their respective successors are duly
elected and qualified, or until his or her earlier resignation, death or
removal. As the term of one class expires, a successor class is elected at the
annual meeting of stockholders for that year.
At the Annual Meeting, there are five Directors to be elected to serve
until the 2003 annual meeting of stockholders and until their respective
successors are duly elected and qualified, or until his or her earlier
resignation, death or removal. The Board of Directors has nominated each of
Gerald G. Bousquet, Kathleen M. Bradley, James F. Conway, III, Nancy L. Donahue
and Lucy A. Flynn, for election as a Director for a three-year term.
Unless authority to do so has been withheld or limited in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as a Director of
each of the nominees named above. The Board of Directors believes that all of
the nominees will stand for election and will serve as a Director if elected.
However, if any person nominated by the Board of Directors fails to stand for
election or is unable or refuses to accept election, the proxies will be voted
for the election of such other person or persons as the Board of Directors may
recommend.
Recommendation of Directors
The Board of Directors recommends that the stockholders vote FOR the
election of Gerald G. Bousquet, Kathleen M. Bradley, James F. Conway, III, Nancy
L. Donahue and Lucy A. Flynn, the five nominees proposed by the Board of
Directors, as Directors of the Company to serve until the 2003 annual meeting of
stockholders and until their successors are elected and qualified.
Information Regarding Directors and Nominees
The following table sets forth certain information for each of the five
nominees for election as Directors at the Annual Meeting and for those
continuing Directors whose terms expire at the annual meetings of the Company's
stockholders in 2001 and 2002. Each individual has been engaged in his or her
principal occupation for at least five years, except as otherwise indicated.
<TABLE>
<CAPTION>
Nominees
(Term to Expire in 2003)
Name, Age and Principal Occupation Director Since (1)
- ---------------------------------- ------------------
<S> <C>
Gerald G. Bousquet, M.D. (66) 1988
Physician; director and partner in
several health care facilities
Kathleen M. Bradley (75) 1988
Retired; former owner, Westford Sports Center, Inc.
James F. Conway, III (47) 1989
Chairman, Chief Executive Officer and President
Courier Corporation
Nancy L. Donahue (69) 1988
Chair of the Board of Trustees, Merrimack Repertory Theatre
-3-
<PAGE>
<CAPTION>
Name, Age and Principal Occupation Director Since (1)
- ---------------------------------- ------------------
<S> <C>
Lucy A. Flynn (46) 1997
From May 1996 to October 1999, Senior Vice President, Wang Global;
prior thereto, Senior Vice President, Shawmut Bank, N.A.
<CAPTION>
Continuing Directors
(Term to Expire in 2001)
Name, Age and Principal Occupation Director Since (1)
- ---------------------------------- ------------------
<S> <C>
Walter L. Armstrong (63) 1989
Executive Vice President of the Bank
George L. Duncan (59) 1988
Chairman and Chief Executive Officer of the Company since its inception;
Chairman and Chief Executive Officer of the Bank
John P. Harrington (57) 1989
Since December 1999, Energy Consultant for Tennessee Gas Pipeline Company;
prior thereto, Senior Vice President, Colonial Gas Company
Charles P. Sarantos (74) 1991
Chairman, C&I Electrical Supply Co., Inc.
Michael A. Spinelli (67) 1988
Owner, Merrimac Travel and Action Six Travel Network;
Assistant Clerk of the Company and the Bank
<CAPTION>
(Term to Expire in 2002)
Name, Age and Principal Occupation Director Since (1)
- ---------------------------------- ------------------
<S> <C>
Kenneth S. Ansin (35) 1994
President and Chief Executive Officer, Ansewn Shoe Company;
Business Development Officer of the Bank
Eric W. Hanson (56) 1991
Chairman and President, D.J. Reardon Company, Inc.
Arnold S. Lerner (70) 1988
Partner in several radio stations;
Director, Courier Corporation;
Vice Chairman and Clerk of the Company and the Bank
Richard W. Main (52) 1989
President of the Company since its inception;
President, Chief Operating Officer and
Chief Lending Officer of the Bank
John R. Clementi (50) 1998
President, Plastican, Inc.
-4-
<PAGE>
<CAPTION>
Name, Age and Principal Occupation Director Since (1)
- ---------------------------------- ------------------
<S> <C>
Carole A. Cowan (57) 1999
President, Middlesex Community College
- ------------------------------
<FN>
(1) All of the Directors are also Directors of the Bank. The years listed in the foregoing tables
are the respective years in which each named individual first became a Director of the Company
and/or the Bank.
</FN>
</TABLE>
Meetings of Board of Directors and Committees
There were three meetings of the Company's (i.e., Enterprise Bancorp,
Inc.) Board of Directors during the calendar year ended December 31, 1999.
During such period, each Director attended more than 75% in the aggregate of the
total number of meetings of the Board of Directors and of each of the committees
of the Board of Directors on which he or she served.
The Company's Board of Directors maintains three standing committees,
an executive committee, an audit committee and a compensation committee. The
executive committee, composed of Messrs. Duncan and Lerner, together with two
additional members chosen to serve on a three-month rotating basis, is
authorized to manage and transact the business of the Company. The executive
committee met one time in 1999. The audit committee, composed of Ms. Bradley,
Ms. Cowan and Messrs. Hanson, Harrington and Spinelli, recommends to the Board
of Directors the appointment of an independent certified public accounting firm
to serve as independent auditors to the Company, oversees and reviews all
internal audit examinations and reports, and reviews all audit reports of the
Company prepared by the Company's independent auditors and all reports of
examination of the Company prepared by regulatory authorities. The audit
committee met three times in 1999. The compensation committee, composed of
Messrs. Conway, Hanson and Lerner, is responsible for overseeing the
administration of the equity compensation programs of the Company. The
compensation committee met one time in 1999.
The Bank's (i.e., Enterprise Bank and Trust Company) Board of
Directors, which met ten times during the year ended December 31, 1999, has an
executive committee, audit committee, compensation/personnel committee,
investment and asset/liability committee, marketing committee, banking
technology committee, trust committee, overdue loan review committee, business
development committee, leasing/branch committee, construction lending committee
and ECOA (Equal Credit Opportunity Act) committee.
Executive Committee. The executive committee is authorized to manage
and transact the business of the Bank. In addition, loans over certain amounts
must be pre-approved by at least two members of the executive committee. Messrs.
Duncan (chair of the committee) and Lerner serve as permanent members of the
executive committee, while two members are chosen to serve on a three-month
rotating basis from among the remaining members of the Board of Directors. The
committee held ten meetings in 1999.
Audit Committee. The audit committee oversees and reviews all internal
audit examinations and reports and reviews all reports of examination of the
Bank prepared by bank regulatory authorities. The current members of the
committee are Ms. Bradley, Ms. Cowan and Messrs. Hanson, Harrington and Spinelli
(chair of the committee). The committee held three meetings in 1999.
Compensation/Personnel Committee. The compensation/personnel committee
is responsible for overseeing the administration of the employee benefit and
compensation programs of the Bank. Messrs. Conway (chair of the committee),
Hanson and Lerner serve on the committee. The committee held nine meetings in
1999.
-5-
<PAGE>
Investment and Asset/Liability Committee. The investment and
asset/liability committee is authorized to develop and refine the strategic
investment and asset/liability portfolio and asset/liability objectives of the
Bank to ensure that the Bank maintains a portfolio consistent with sound
investment and banking practices. Messrs. Conway, Duncan, Lerner (chair of the
committee) and Main serve on the committee. Two additional members are chosen to
serve on a three-month rotating basis from among the remaining members of the
Bank's Board of Directors. The committee held ten meetings in 1999.
Marketing Committee. The marketing committee reviews the Bank's
marketing activities. The current members of the committee are Ms. Donahue
(chair of the committee), Ms. Flynn and Messrs. Ansin, Armstrong, Duncan,
Harrington, Lerner and Main. The committee held two meetings in 1999.
Banking Technology Committee. The banking technology committee is
responsible for overseeing the administration of the Bank's data processing
function. The current members of the committee are Ms. Cowan and Messrs. Ansin,
Bousquet and Sarantos (chair of the committee). The committee held four meetings
in 1999.
Trust Committee. The trust committee is responsible for overseeing
trust activities including administering trust policy and reviewing trust
accounts. Messrs. Conway, Duncan, Lerner (chair of the committee) and Main serve
on the committee. The committee held eleven meetings in 1999.
Overdue Loan Review Committee. The overdue loan review committee
reviews and assesses all loan delinquencies. The current members of the
committee are Mesdames Bradley, Donahue and Flynn and Messrs. Armstrong,
Bousquet (chair of the committee), Harrington and Sarantos. The committee held
four meetings in 1999.
Business Development Committee. The business development committee
reviews and monitors business development activities. Ms. Bradley, Ms. Donahue
and Messrs. Ansin, Armstrong, Duncan, Hanson (chair of the committee) and Main
serve on the committee. The committee met four times in 1999.
Leasing/Branch Committee. The leasing/branch committee is responsible
for reviewing facilities leases, facilities expansion and new branch
opportunities. Messrs. Conway (chair of the committee) and Harrington and Ms.
Bradley serve on the committee. The committee met two times in 1999.
Construction Lending Committee. The construction lending committee
reviews the Bank's construction lending activities. The current members of the
committee are Messrs. Ansin, Harrington (chair of the committee), Main and
Sarantos and Ms. Cowan. The committee met one time in 1999.
ECOA Committee. The ECOA committee is responsible for reviewing,
enhancing and developing policies and procedures intended to prevent possible
discriminatory lending practices. Mr. Ansin and Ms. Donahue (chair of the
committee) serve on the committee, which did not meet in 1999.
Information Regarding Executive Officers and Other Significant Employees
Set forth below is certain information regarding the executive officers
and other significant employees of the Company (including the Bank), other than
those executive officers who are also Directors of the Company and for whom such
information has been provided above. Each individual named below has held his or
her position for at least five years, except as otherwise indicated.
-6-
<PAGE>
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
John P. Clancy, Jr. 42 Treasurer of the Company since its inception; since January
1, 2000, Executive Vice President, Chief Financial Officer,
Treasurer and Chief Investment Officer of the Bank; prior
thereto, Senior Vice President, Chief Financial Officer,
Treasurer and (since December 1996) Chief Investment Officer
of the Bank
Robert R. Gilman 54 Executive Vice President, Administration, and Commercial
Lender of the Bank since December 1996; prior thereto, Senior
Vice President, Administration, and Commercial Lender of the
Bank
Stephen J. Irish 45 Executive Vice President and Chief Information and Chief
Operations Officer of the Bank since January 1, 2000; prior
thereto, Senior Vice President and Chief Information and
Chief Operations Officer of the Bank
</TABLE>
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid by the Company (through the Bank) for services rendered in all
capacities during the year ended December 31, 1999, to the chief executive
officer and each of the four most highly compensated executive officers of the
Bank (the "Named Executive Officers"). The Company does not employ any persons,
other than through the Bank.
-7-
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Awards
Compensation ------------
------------ Securities
Salary Bonus Underlying All Other
Name and Principal Position Year ($)(1) ($) Options(#) Compensation (2)(3)
- --------------------------- ---- -------- --------- ---------- -------------------
<S> <C> <C> <C> <C> <C>
George L. Duncan 1999 $156,250 $164,157 -- $182,066
Chairman and Chief Executive 1998 $159,255 $124,489 16,000 $104,581
Officer of the 1997 $156,250 $ 66,984 11,000 $104,448
Company and the Bank
Richard W. Main 1999 $124,345 $131,140 -- $ 80,644
President of the Company and 1998 $126,736 $ 99,098 8,000 $ 6,401
President, Chief Operating 1997 $124,345 $ 53,308 5,500 $ 6,042
Officer and Chief Lending
Officer of the Bank
Walter L. Armstrong 1999 $176,500 - 0 - -- $ 7,904
Executive Vice President, 1998 $173,632 - 0 - 4,000 $ 5,833
Business Development, of the Bank 1997 $139,627 - 0 - 3,000 $ 5,795
John P. Clancy, Jr. 1999 $120,000 $ 31,272 -- $ 8,664
Treasurer of the Company and 1998 $116,224 $ 30,985 3,500 $ 5,709
Executive Vice President, Chief 1997 $107,830 $ 21,954 3,000 $ 5,357
Financial Officer, Treasurer
and Chief Investment Officer of
the Bank
Stephen J. Irish 1999 $110,708 $ 28,851 -- $ 8,553
Executive Vice President, Chief 1998 $112,837 $ 30,082 3,500 $ 5,400
Operations Officer and Chief 1997 $ 96,268 $ 19,186 3,000 $ 5,050
Information Officer of the Bank
- -----------------
<FN>
(1) Salary paid in 1998 represents 53 weeks of compensation as compared to 52 weeks of
compensation for 1999 and 1997.
(2) Reflects the Bank's matching contribution on behalf of each Named Executive Officer to the
Bank's existing 401(k) plan.
(3) Includes, for Mr. Duncan in each of 1997-1999 and for Mr. Main in 1999, the dollar value
attributable to the portion of the annual premium related to term insurance coverage paid
by the Bank under split-dollar life insurance policies (which equaled $8,959 in 1999,
$5,000 in 1998 and $5,610 in 1997 for Mr. Duncan and $2,425 in 1999 for Mr. Main) and the
additional dollar value of the benefit to each of Messrs. Duncan and Main of the remaining
portion of the annual premium (unrelated to term insurance coverage) paid by the Bank under
such split-dollar life insurance policies projected on an actuarial basis (which equaled
$163,007 in 1999, $91,081 in 1998 and $90,981 in 1997 for Mr. Duncan and $68,169 in 1999
for Mr. Main). The premiums paid by the Bank over the life of the policies will be fully
recovered by the Bank.
</FN>
</TABLE>
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<PAGE>
Director Compensation
The Company pays no separate compensation to the Directors for their
service as members of the Company's Board of Directors. The Bank pays $200 to
Directors for Board of Directors meetings, $200 to Directors for executive
committee meetings, $150 to Directors for all other committee meetings, a $350
monthly retainer to all Directors and a $100 monthly retainer to executive
committee members. The Bank also pays a $100 monthly retainer to the
vice-chairman of the Board of Directors, a $200 monthly retainer to the Clerk of
the Bank and $200 to the chairpersons of the investment and asset/liability,
trust, banking technology, ECOA, compensation/personnel, overdue loan review,
audit and marketing committees for each meeting attended. Directors who are also
full-time salaried officers of the Bank are not paid for attending Board of
Directors or committee meetings.
In 1999, all Directors had the right to elect (by December 31, 1998) to
receive options to purchase shares of Common Stock in lieu of receiving their
$350 monthly cash retainer fee. Each Director who elected this option was
granted an option to purchase 1,160 shares of Common Stock at an exercise price
of $12.50 per share on January 1, 1999. These options became fully vested on
January 1, 2000 and are exercisable for a period of six years thereafter. For
the year 2000, Directors had the right to elect (by December 31, 1999) to
receive shares of Common Stock in lieu of receiving either $4,200 (the amount
equal to the Directors' base retainer for one year) or $8,400 (which additional
amount can be earned by Directors through the additional meeting, committee and
other retainer fees described above) in cash fees. Each Director who elected
this option was granted an award of either 366 shares of Common Stock, if the
Director elected to forego $4,200 in cash fees, or 733 shares of Common Stock,
if the Director elected to forego $8,400 in cash fees. The shares are not
considered earned, and are not issued to a Director, until the Director has
actually earned the cash fees in lieu of which the shares are to be issued. If a
Director who has elected to receive shares of Common Stock in lieu of cash fees
in 2000 were to cease serving as a member of the Board of Directors for any
reason prior to his or her having earned the fees in lieu of which shares are to
be issued, the Director would receive a cash amount (and no shares) equal to the
fees earned through the date on which he or she ceases to serve as a Director.
The Company believes that giving Directors the option to receive stock in lieu
of cash fees further aligns Directors' interests with those of the Company's
shareholders.
Employment Agreements
The Bank has entered into employment agreements with each of Messrs.
Duncan and Main.
The term of Mr. Duncan's agreement is a "rolling" three years until and
unless terminated based on the occurrence of any of the following events: (i) 36
months after notice is given by the Bank to Mr. Duncan that it no longer desires
to extend the agreement; (ii) the death of Mr. Duncan; (iii) the termination of
Mr. Duncan by the Bank for cause; (iv) 60 days after notice is given by Mr.
Duncan to the Bank at any time after the occurrence of a Business Combination as
defined in the Bank's Articles of Organization; and (v) 60 days after notice is
given by Mr. Duncan to the Bank following the Board of Directors' failure to
re-elect Mr. Duncan as the chief executive officer of the Bank.
Mr. Duncan receives a minimum annual base salary under the agreement of
$203,900 (effective as of January 1, 2000), which is subject to annual review by
the Compensation Committee and Board of Directors. In addition to his base
salary, Mr. Duncan is entitled to participate in all other benefit plans and
otherwise receive all other fringe benefits that the Bank from time to time
makes available to its officers.
Following the occurrence of any Business Combination, Mr. Duncan has
the option, upon 60 days advance written notice to the Bank, to terminate the
agreement, in which event the Bank is obligated to pay Mr. Duncan 2.99 times his
previous highest annual earnings under the agreement. If Mr. Duncan exercises
the option to terminate under such circumstances, he is relieved of the
non-competition restrictions that would otherwise apply upon his termination of
the agreement.
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<PAGE>
If the Board of Directors fails to re-elect Mr. Duncan chief executive
officer at any time during the period of the agreement, then Mr. Duncan has the
options, upon 60 days advance written notice to the Bank to: (i) remain as a
full-time employee; (ii) terminate the agreement; or (iii) serve the Bank as a
consultant in lieu of serving in another capacity. In the event Mr. Duncan
elects to terminate the agreement because he is no longer the chief executive
officer, he shall receive compensation from the Bank for two years. The
compensation shall equal the highest annual earnings paid to Mr. Duncan during
any year of the agreement. During the two-year period he is receiving payments
under the agreement and in consideration of the compensation to be paid to him,
Mr. Duncan is prohibited from competing with the Bank. In the event Mr. Duncan
elects to serve as a consultant to the Bank, he would be required to devote
approximately one-half of his time to the business and affairs of the Bank and
would receive as compensation a salary equal to one-half of the highest annual
earnings paid to him during the period in which he served the Bank in the
capacity of chief executive officer.
If Mr. Duncan becomes disabled during the term of the agreement, then
the Bank may elect to stop paying Mr. Duncan his regular annual earnings and,
upon notice, pay Mr. Duncan during the period of his disability an amount equal
to 75% of the highest annual earnings paid to him during the term of the
agreement less any amounts payable to him under the Bank's group disability
plan. If Mr. Duncan dies while the agreement is in effect, then the Bank will
continue to provide health insurance coverage under its group plan to Mr.
Duncan's spouse and children in accordance with certain conditions specified in
the agreement.
Under the terms of the agreement, Mr. Duncan is prohibited from
competing with the Bank during the two-year period from the date on which the
agreement is terminated for any reason, except as described above in the event
of Mr. Duncan's termination of the agreement following a Business Combination.
During each year of the two-year non-compete period, Mr. Duncan would be
entitled to receive salary payments at least equal to 70% of the highest annual
earnings paid to him during any year of the term of the agreement.
The terms of Mr. Main's employment agreement are substantially
equivalent to those of Mr. Duncan's employment agreement, except that (i) the
term of Mr. Main's agreement is for a "rolling" two years; (ii) Mr. Main's
minimum annual base salary is $161,600 (effective as of January 1, 2000); (iii)
the office which the agreement contemplates will be held by Mr. Main is the
office of president; and (iv) Mr. Main's potential termination payment following
a Business Combination is two times his previous highest annual earnings under
the agreement.
Option Grants in Last Fiscal Year
The Company did not grant options to any employees, including any of
the Named Executive Officers, during the year ended December 31, 1999.
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<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table shows each exercise of stock options by the Named
Executive Officers during the year ended December 31, 1999 and the unexercised
stock options held by such persons as of such date:
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year-End (#) at Fiscal Year-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable (1)
- ---- ------------------- ------------------ ------------- -----------------
<S> <C> <C> <C> <C>
George L. Duncan 8,300 $50,547 60,050/20,250 $288,683/$25,795
Richard W. Main - 0 - --- 34,175/10,125 $169,076/$12,898
Walter L. Armstrong - 0 - --- 26,550/5,250 $141,153/$7,035
John P. Clancy, Jr. 900 $ 5,481 12,725/4,875 $59,501/$7,035
Stephen J. Irish 2,730 $16,816 10,895/4,875 $48,594/$7,035
- --------------------
<FN>
(1) The dollar values shown are based upon the difference between $11.46, which is the price that the
Board of Directors has determined equaled the fair market value of the Common Stock as of December
31, 1999, and the per share exercise price of the options. There is no active trading market for the
Common Stock. The Board of Directors receives annual advice from outside financial advisers regarding
the fair market value of the Common Stock in connection with the Company's equity compensation and
dividend reinvestment plans. The Board of Directors' determination of the fair market value of the
Common Stock as of December 31, 1999 was based upon an application by management as of such date of
the valuation methodology previously provided by such outside financial advisers.
</FN>
</TABLE>
Compensation Committee Report on Executive Compensation
Introduction
The compensation committee of the Company's Board of Directors ("the
Committee") is comprised entirely of non-employee, independent members of the
Board of Directors. It is the responsibility of the Committee to review the
performance and set the compensation of the Company's chief executive officer,
and to review and approve all compensation arrangements for the Company's
remaining executive officers, including annual cash compensation (base salary
plus annual incentive bonus), equity compensation (stock options) and other
benefits, where applicable. All actions by the Committee are reported to, and
considered for ratification by, the full Board of Directors.
During 1999, the Board of Directors did not modify or reject any
proposed action or recommendation presented by the Committee.
Key Principles
The Committee has adopted the following principles to use for guidance
in setting executive compensation:
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<PAGE>
Pay Competitively
o The Committee maintains a philosophy that total annual cash
compensation should be competitive relative to that found in
other commercial banks of comparable asset size and performance.
The Committee believes that this is necessary to attract,
motivate and retain highly qualified executives, who in turn are
essential to the Company's achieving the financial goals set by
the Board of Directors and sustaining long-term value for
shareholders.
o Consistent with this philosophy, the Committee obtains
information regarding compensation levels in the Company's
industry through various sources, including compensation surveys
conducted by banking industry associations and independent
compensation consultants.
o The Committee generally attempts to set total attainable cash
compensation at or above the midpoint range of peer compensation
(subject to individual and Company financial performance).
Tie incentive compensation to Company financial performance
o The Committee supports a "pay for performance" philosophy, which
is intended to enhance long-term shareholder value. Total
incentive compensation paid to the Company's executives in 1999,
as in the prior year, was calculated using incentive models,
which reward executives for the Company's attaining various
predetermined financial performance goals. In 1999, the Company
exceeded its earnings target and all executive officers received
annual incentive bonuses in excess of their target bonus amounts.
Through the use of incentive models, the compensation structure
for employees in management positions includes a significant
"risk/reward" component.
Grant Stock Options
o The Committee aligns the interests of the Company's executives
with the long-term interests of stockholders through the granting
of stock options at fair market value. Stock options were last
granted in December 1998. No stock options were granted in 1999
In summary, executive compensation is composed of base salary, annual
incentive cash bonuses and long-term equity compensation in the form of stock
options.
1999 Market Surveys and Executive Compensation Program
Executive Officers
A review of the Company's executive compensation was completed by an
independent compensation consultant in November 1999. In reviewing the 1999
compensation programs (including base salary, incentive cash bonus and periodic
stock option grants), the compensation consultant reviewed compensation data for
a peer group of commercial banks ranging in size from $250 million to $500
million in assets. Specific bank officers were "matched" as closely as possible
with officers from the peer group with similar functional responsibilities. The
compensation consultant concluded that annual total compensation levels of the
Company's executive officers, excluding its chief executive officer, were
comparable to those of the peer group.
Chief Executive Officer
The November 1999 compensation study described above included data on
chief executive officer compensation. The study indicated that Mr. Duncan's
total compensation for 1999 was comparable to total compensation paid to chief
executive officers of the peer group.
-12-
<PAGE>
Mr. Duncan's 1999 total compensation is comprised of base salary,
annual incentive cash bonus and a supplemental retirement benefit. Mr. Duncan's
base salary, which was increased on January 1, 2000, had not been adjusted since
1992, and remains significantly lower than the peer group mid-point. Mr.
Duncan's incentive cash bonus in 1999, which was higher than the peer group
mid-point, was based solely upon the Company's attaining predetermined financial
targets. Through the use of a lower than peer base salary and a higher than peer
incentive bonus, which is paid only if the Company attains predetermined
financial performance goals, Mr. Duncan's compensation structure includes a
significant "risk/reward" component.
Closing
The Committee believes that the Executive Compensation Program for 1999
successfully tied executive compensation to the Company's financial performance.
This report has been submitted by the Compensation Committee of the Company's
Board of Directors:
James F. Conway III, Chairperson
Eric W. Hanson
Arnold S. Lerner
Comparative Performance Graph
Under applicable rules of the Securities and Exchange Commission (the
"SEC"), the Company is required to present a chart comparing the cumulative
total return (which assumes the reinvestment of all dividends) on the Common
Stock with the cumulative total return of (i) a broad based equity market index
and (ii) a published industry index or peer group. The following graph shows the
changes over the five-year period ended on December 31, 1999 in the value of
$100 invested in (i) the Common Stock, (ii) the Standard & Poors 500 Index and
(iii) a peer group of seven New England-based commercial banks in which each
bank has total consolidated assets of between $250 million and $1.0 billion. The
compilation of the peer group and the calculation of the cumulative total return
of an investment in the peer group was produced for the Company by an outside
financial advisory firm using bank holding companies whose common stock is
publicly traded. The issuers included in this peer group are as follows: Bar
Harbor Bankshares; Boston Private Financial Holdings, Inc.; Century Bancorp,
Inc.; Granite State Bankshares, Inc.; Merchants Bancshares, Inc.; NMBT CORP; and
Slade's Ferry Bancorp.
There is no active trading market for the Common Stock. The increase in
the value of the Common Stock over the five-year period shown on the following
graph is based on the actual prices known to the Company at which shares of the
Common Stock were traded as of the most recent date prior to December 31 of each
of the years shown. For purposes of the graph, the reinvestment of dividends
paid since the inception of the Company's dividend reinvestment plan is based on
the valuation under the plan in connection with such dividends; for dividends
paid prior to inception of the plan, the reinvestment is based on the actual
prices known to the Company at which shares of the Common Stock were traded as
of the most recent date prior to the payment of such dividends.
-13-
<PAGE>
[Graphic Omitted]
Bar Graph showing the Comparison of 5-Year Cumulative Total Return
between Enterprise Bancorp, S&P 500 and NE Peers
Transactions with Certain Related Persons
The Bank leases its headquarters from First Holding Trust. Mr. Duncan
is a trustee of First Holding Trust and is a general partner of Old City Hall
Limited Partnership which is, in turn, the beneficiary of First Holding Trust.
Messrs. Main, Armstrong, Gilman and Clancy are limited partners of Old City Hall
Limited Partnership. Mr. Duncan has a 17% ownership interest, and Messrs. Main,
Armstrong, Gilman and Clancy each have a 5% ownership interest, in Old City Hall
Limited Partnership. Under the terms of the Bank's lease with First Holding
Trust, the Bank paid $177,561 in rent, parking fees, taxes and maintenance for
the year ended December 31, 1999.
The Bank also leases space from Merrimack Realty Trust. Messrs. Duncan,
Main, Lerner, Bousquet, Armstrong and Gilman are general partners of Merrimack
Street Associates, which is the beneficiary of Merrimack Realty Trust. Mr.
Duncan has a 23% ownership interest, Messrs. Main, Lerner and Bousquet each have
a 5% ownership interest and Messrs. Armstrong and Gilman each have a 3%
ownership interest, in Merrimack Street Associates. Under the terms of the
Bank's lease with Merrimack Realty Trust, the Bank paid $188,900 in rent,
parking fees, taxes and maintenance for the year ended December 31, 1999.
Certain Directors and executive officers of the Company are also
customers of the Bank and have entered into loan transactions with the Bank in
the ordinary course of business. In addition, certain Directors are also
directors, officers or stockholders of corporations, non-profit entities or
members of partnerships which are customers of the Bank and which enter into
loan and other transactions with the Bank in the ordinary course of business.
Such loan transactions with Directors and executive officers of the Bank and
with such corporations and partnerships are on such terms, including interest
rates, repayment terms and collateral, as those prevailing at the time for
comparable transactions with persons who are not affiliated with the Bank and do
not involve more than a normal risk of collectibility or present other features
unfavorable to the Bank.
SECURITIES OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth stock ownership information with respect
to Directors, Named Executive Officers, all Directors and executive officers as
a group and all other persons known to the Company who are the beneficial owners
of more than 5% of the Common Stock. All such information is as of March 10,
2000. This information includes the total number of shares of the Common Stock
known
-14-
<PAGE>
by the Company to be beneficially owned by each such person and group and the
percentage of the Common Stock each such person and group beneficially owns. All
shares are owned of record and beneficially, and each person and group
identified has sole voting and investment power with respect to such shares,
except as otherwise noted.
<TABLE>
<CAPTION>
Shares of Common Stock Percent of Total
Directors Beneficially Owned (1)(2) Common Stock
- --------- ------------------------- ------------
<S> <C> <C>
Kenneth S. Ansin 23,682 *
Walter L. Armstrong 83,044 2.57%
Gerald G. Bousquet 15,160 *
Kathleen M. Bradley 15,160 *
John R. Clementi 1,261 *
James F. Conway, III 1,345 *
Carole A. Cowan 100 *
Nancy L. Donahue 11,160 *
George L. Duncan (3) 190,743 5.90%
710 Andover Street
Lowell, MA 01852
Lucy A. Flynn (4) 2,150 *
Eric W. Hanson (5) 191,860 5.94%
Three Boardwalk
Chelmsford, MA 01824
John P. Harrington 1,563 *
Arnold S. Lerner (6) 266,994 8.26%
155 Pine Hill Road
Hollis, NH 03049
Richard W. Main (7) 111,050 3.44%
Charles P. Sarantos (8) 21,626 *
Michael A. Spinelli 124,945 3.87%
Other Named Executive Officers
- ------------------------------
John P. Clancy, Jr. (9) 20,060 *
Stephen J. Irish 13,726 *
All Directors and Executive Officers 1,111,229 34.39%
as a Group (19 Persons)
Other 5% Stockholders
- ---------------------
Ronald M. Ansin 316,566 9.80%
132 Littleton Road
Harvard, MA 01451
- ---------------------
<FN>
* Named individual beneficially owns less than 1% of total Common Stock.
-15-
<PAGE>
(1) The information as to the Common Stock beneficially owned has been furnished by each
such stockholder. All persons have sole voting and investment power over the shares,
unless otherwise indicated.
(2) Includes shares subject to options exercisable within sixty days as follows: Mr.
Ansin, 1,360; Mr. Armstrong, 26,550; Mr. Bousquet, 1,160; Ms. Bradley, 1,160; Mr.
Clementi, 1,160; Mr. Conway, 1,160; Ms. Donahue, 1,160; Mr. Duncan, 60,050; Mr.
Hanson, 1,160; Mr. Harrington, 1,160; Mr. Lerner, 1,160; Mr. Main, 34,175; Mr.
Sarantos, 1,160; Mr. Spinelli, 1,160; Mr. Clancy, 12,725; Mr. Gilman, 10,750; Mr.
Irish, 10,895; and all directors and executive officers as a group, 167,105.
(3) Includes 5,000 shares owned by Mr. Duncan's wife and 5,075 shares owned by Mr.
Duncan's adult children.
(4) Includes 2,000 shares owned by Ms. Flynn's husband.
(5) Includes 4,000 shares owned by Mr. Hanson's adult daughter.
(6) Includes 101,463 shares owned by Mr. Lerner's wife and 30,440 shares owned by Mr.
Lerner's adult children as to which Mr. Lerner disclaims beneficial ownership.
(7) Includes 56,200 shares owned jointly with Mr. Main's wife and 3,212 shares owned by
Mr. Main's children, with respect to which Mr. Main is the custodian.
(8) Includes 8,266 shares owned jointly with Mr. Sarantos' wife and 2,000 shares owned
jointly by Mr. Sarantos' wife and daughter.
(9) Includes 2,435 shares owned by Mr. Clancy's children and 4,900 shares owned jointly
with Mr. Clancy's wife.
</FN>
</TABLE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP to serve as independent
auditors of the Company for the fiscal year ending December 31, 2000.
The Company is not required to submit the ratification and approval of
the Board of Directors' appointment of independent auditors to a vote of
stockholders. In the event a majority of the votes cast are against the
appointment of KPMG LLP, the Board of Directors may consider the vote and the
reasons therefor in future decisions on its appointment of independent auditors.
Representatives of KPMG LLP are expected to attend the annual meeting
at which time they will have an opportunity to make a statement if they wish to
do so and will be available to answer any appropriate questions from
stockholders.
Recommendation of Directors
The Board of Directors recommends that the stockholders vote FOR the
ratification of the Board of Directors' appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 2000.
STOCKHOLDER PROPOSALS
Under applicable rules of the SEC, proposals of stockholders of the
Company intended to be presented at the Company's 2001 annual meeting of
stockholders must be received by the Company no
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<PAGE>
later than November 24, 2000 to be included in the Company's proxy statement and
form of proxy relating to that meeting. If the 2001 annual meeting of
stockholders is advanced or delayed by more than 30 days from the date of the
Annual Meeting, the date by which stockholder proposals to be presented at the
2001 meeting must be received by the Company to be included in the Company's
proxy statement and form of proxy relating to that meeting will change from the
date indicated in the preceding sentence. If this occurs, the Company will
inform stockholders of such change by including a notice to such effect in its
earliest possible quarterly report on Form 10-Q as filed by the Company with the
SEC.
In addition to the foregoing SEC rules, pursuant to the Company's
articles of organization and by-laws, any stockholder wishing to have any
Director nomination or stockholder proposal considered at the Annual Meeting
(although not otherwise included in this Proxy Statement) must provide written
notice of such nomination or proposal to the Clerk of the Company in accordance
with the requirements of the articles of organization and by-laws of the Company
at its principal executive offices by no later than April 3, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's Directors
and executive officers and any other persons who own more than 10% of the
outstanding shares of the Common Stock file with the SEC initial reports of
ownership and subsequent reports of changes of ownership with respect to their
beneficial ownership of the Common Stock. Such persons are required by SEC
regulations to furnish the Company with copies of all such Section 16(a) reports
that they may be required to file. To the Company's knowledge, based solely on
information furnished to the Company for the year ended December 31, 1999, all
such persons have complied with the applicable Section 16(a) reporting
requirements for such year.
OTHER MATTERS
Shares represented by proxies in the enclosed form will be voted as
stockholders direct. Properly executed proxies that contain no directions to the
contrary will be voted in favor of (1) the election of the five nominees to
serve as Directors of the Company and (2) the ratification of the appointment of
independent auditors. At the time of preparation of this Proxy Statement, the
Board of Directors knows of no other matters to be presented for action at the
Annual Meeting. As stated in the accompanying proxy card, if any other business
should properly come before the Annual Meeting, the proxies named therein have
discretionary authority to vote the shares according to their best judgment.
ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K (without exhibits) is included
with the Company's Annual Report to Stockholders, and is being furnished to
shareholders of record together with this Proxy Statement. Requests for
additional copies may be directed to: Enterprise Bancorp, Inc., 222 Merrimack
Street, Lowell, Massachusetts 01852, Attention: Arnold S. Lerner, Clerk.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF
YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY YOU AND VOTE YOUR
SHARES IN PERSON.
March 24, 2000
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<PAGE>
ENTERPRISE BANCORP, INC.
PROXY
This proxy is solicited on behalf of the Board of Directors of Enterprise
Bancorp, Inc. The Board of Directors recommends a vote FOR Proposals 1 and 2.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned. If no direction is given, this proxy, if otherwise properly
executed, will be voted FOR Proposals 1 and 2.
Name: _________________________________________________________________________
No. of Shares Represented by Proxy: _____ [X] Please mark your votes this way.
The undersigned, a stockholder of Enterprise Bancorp, Inc. (the "Company"),
revoking all prior proxies, hereby appoint(s) Richard W. Main and Arnold S.
Lerner, and each of them with full power of substitution, the attorneys, agents
and proxies of the undersigned to represent and vote all shares of stock of the
Company which the undersigned would be entitled to vote if personally present at
the Annual Meeting of stockholders of the Company and any adjournments or
postponements thereof, to be held at the American Textile Museum, 491 Dutton
Street, Lowell, Massachusetts, on Tuesday, May 2, 2000, at 4:00 P.M. as
specified herein as to each of the proposals 1 and 2 below:
Proposal 1: Election of Directors For All Nominees Withheld from All
Nominees
Gerald G. Bousquet, Kathleen M. Bradley, [ ] [ ]
James F. Conway, III, Nancy L. Donahue
and Lucy A. Flynn
[ ] FOR ALL NOMINEES except as noted below (write name(s) of nominee(s)
in the space provided below):
- -------------------------------------------------------------------------------
For Against Abstain
Proposal 2: Ratification of appointment of KPMG LLP [ ] [ ] [ ]
as the Company's independent auditors for
the fiscal year ending December 31, 2000
By execution and delivery of this proxy, the undersigned acknowledge(s) and
agree(s) that the proxies named herein are authorized to vote, in their
discretion and in accordance with their best judgment, upon such other matters
as may properly come before the meeting or any adjournments or postponements
thereof.
I plan to attend the Meeting [ ]
Mark here for address change [ ]
Please note address change to the right
Signature________________ Date ______ Signature_________________ Date ______
Please date and sign exactly as name appears herein and return in the enclosed
envelope. When shares are held by joint owners, both should sign. Executors,
administrators, trustees and others signing in a representative capacity should
give their full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
