Exhibit 4
ENTERPRISE
BANCORP, INC.
EMPLOYEE
STOCK PURCHASE PLAN
The questions and
answers set forth below constitute the Enterprise Bancorp, Inc. Employee Stock
Purchase Plan in its entirety.
Purpose
1. What is the purpose of the Plan?
The purpose of the
Plan is to provide our employees with a convenient and economical method to
purchase shares of our common stock, without payment of any form of brokerage
commissions or service charges.
Advantages
and Disadvantages
2.
What
are some of the advantages of the Plan?
As more fully described in the answers to
several of the questions that follow:
·
All
employees of Enterprise Bancorp, Inc. and our subsidiaries, including
Enterprise Bank and Trust Company, are automatically eligible to enroll in the
Plan.
·
You
may purchase shares through the Plan by means of automatic payroll deductions
and, once you have enrolled in the Plan, through optional cash payments as
well.
·
All
cash dividends paid on shares held through the Plan will automatically be
reinvested in additional shares of our common stock.
·
You
will not pay any brokerage commissions or service charges in connection with
purchases through the Plan.
·
Your
payment amounts will be fully invested, because the Plan provides for both full
and fractional shares to be credited to your account.
·
The
Plan provides for simplified record keeping and regular statements of account
for shares credited under the Plan.
·
Some
or all of the shares held in your Plan account may be sold at any time without
the issuance of any paper stock certificates or the involvement of a
stockbroker.
·
You
may withdraw some or all of the shares held in your Plan account at any time
and choose to either continue to hold the shares in book-entry form through the
Plan Administrator (meaning without the issuance of any stock
certificate to you) or to have a paper stock certificate
issued and delivered to you for such shares.
3.
Are
there any disadvantages to enrolling in the Plan?
As more fully described in the answers to
several of the questions that follow:
·
When
you purchase shares under the Plan, whether through automatic payroll deduction
or by optional cash payment, the funds held by the Plan Administrator pending
the purchase of shares may be exposed to changes in market conditions for a longer
period of time than if you purchased shares on your own through a broker.
·
We
will not pay you any interest on funds held by the Plan Administrator, whether
through automatic payroll deduction or by optional cash payment, during the
period pending the purchase of shares with such funds.
·
If
you wish to receive cash dividends on any of the shares held under the Plan,
rather than to have such dividends automatically reinvested in additional
shares, you must withdraw the shares from your Plan account.
·
You
cannot pledge any shares held in your Plan account unless and until you have
withdrawn the shares from the Plan.
·
You
generally will pay tax on the amount of any brokerage commissions that we pay
in connection with your purchases of shares under the Plan.
4.
Does
participation in the Plan involve any risk?
The investment
risk to you as a participant in the Plan is the same as with any other
investment in shares of our common stock.
If you purchase shares through the Plan, you lose any advantage that may
be otherwise available from being able to select the timing of your
investment. You should also recognize
that, like any investment, we cannot assure you of any future profit or
dividend or otherwise protect you against any future loss on the shares purchased
through the Plan.
Administration
5.
Who
administers the Plan?
Computershare
Trust Company, Inc. administers the Plan.
The Plan Administrator will purchase and hold shares of our common stock
acquired through the Plan, maintain records, send statements of account and
perform other duties relating to the Plan.
Enterprise Bancorp, Inc. and the Plan Administrator are not
affiliated. The Plan Administrator does
not make a market in our common stock.
Shares that you
purchase through the Plan will be held in an account in your name with the Plan
Administrator. You may withdraw some or
all of these shares at any time. During
the time that the shares you purchase through the Plan are held in your Plan
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account, they are
registered on our books in the name of the Plan Administrator or one of its
nominees.
We may replace the
Plan Administrator at any time. If the
Plan Administrator ceases to administer the Plan, we will make such other
arrangements as we deem appropriate for the administration of the Plan.
You may send
inquiries and transaction requests (other than requests relating to payroll
deductions) to the Plan Administrator by regular mail or express overnight
delivery or by telephone.
Inquiries and
transaction requests that are sent to the Plan Administrator by regular mail
should be sent to the following address:
Computershare Plan
Managers
Computershare Trust
Company, Inc.
P.O. Box 7802
Edison, New Jersey 08818-7802
Inquiries and
transaction requests that are sent to the Plan Administrator by express
overnight delivery should be sent to the following address:
Computershare Plan
Managers
Computershare Trust Co.,
Inc.
Attn: Correspondence Team
101 Fieldcrest Avenue
Raritan Plaza III
Edison, New Jersey 08837
Inquiries and
transaction requests that are made to the Plan Administrator by telephone
should be made to the toll-free telephone number that will be provided to you
in connection with your enrollment in the Plan.
Questions or
requests regarding payroll deductions should be addressed to our Human Resources
Department. Any other questions or
correspondence concerning the Plan should be addressed to the Plan
Administrator at the applicable address above or at the telephone number
provided to you when you enroll in the Plan.
Participation
6.
Am
I eligible to participate in the Plan?
If you are a
current employee of Enterprise Bancorp, Inc. or any of our subsidiaries,
including Enterprise Bank and Trust Company, you are eligible to participate in
the Plan.
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7.
How
do I participate in the Plan?
You may join the
Plan by completing and signing a paper-based Enrollment and Payroll Deduction
Authorization Form and returning this form directly to our Human Resources
Department or, to the extent made available through our HR information system,
by completing the on-line form and procedure for Plan enrollment and automatic
payroll deduction. Regardless of the
method you use for enrollment, your initial enrollment in the Plan must include
authorization for automatic payroll deduction.
A paper-based Enrollment and Payroll Deduction Authorization Form may be
obtained directly from our Human Resources Department.
You must furnish
your social security number when opening a Plan account. It will be kept confidential by us as well as
by the Plan Administrator.
If you choose to
enroll in the Plan, you must have an amount deducted from your paycheck to
equal not less than $10.00 nor more than $2,000.00 for each calendar month (or
not less than $120.00 nor more than $24,000.00 annually).
If you choose to
make an optional cash payment at any time while you are enrolled in the Plan,
then any such optional cash payment must be sent directly to the Plan
Administrator and must be not less than $10.00 nor more than $2,000.00. See also the response to Question 14 below
for additional information on optional cash payments.
8.
When
may I enroll in the Plan?
As an employee of
Enterprise Bancorp, Inc. or any of our subsidiaries, including Enterprise Bank
and Trust Company, you are eligible to enroll in the Plan immediately upon the commencement
of your employment as well as at any time during your employment period.
Regardless of when
you enroll, the Plan Administrator must receive funds for initial investment by
no later than one business day prior to an applicable investment date in order
for the funds to be invested and the purchased shares to be transferred to your
Plan account as of such date. For an
explanation of what is an “applicable investment date”, see the response to
Question 13 below. Your initial
investment under the Plan will be accomplished by means of your first automatic
payroll deduction following the date of your enrollment in the Plan.
Costs
9.
Are
there any expenses in connection with purchases under the Plan?
You do not pay any
brokerage commissions, service charges or any other fees on shares you purchase
through the Plan, including purchases through the automatic reinvestment of
dividends paid on shares held in your Plan account. We pay all costs of administration of the
Plan.
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You may instruct
the Plan Administrator to sell or transfer shares held in your Plan account at
any time. Shares will be sold at the
then current market price. In connection
with any such sale, the Plan Administrator may impose a transaction fee and/or
brokerage commission based on its then-current rates. Any such fee and/or commission will be
automatically deducted from your sale proceeds when your payment check is
mailed to you.
Purchases
of Shares under the Plan
10.
Where
will the shares that are purchased under the Plan come from?
The Plan
Administrator will purchase shares of our common stock in the open market, in
privately negotiated transactions with third parties or directly from us. We will specifically reserve for issuance
under the Plan, and register with the Securities and Exchange Commission for
such issuance, 5,000 shares of our common stock.
We will determine
on a quarterly basis the manner in which the Plan Administrator purchases
shares under the Plan.
11.
What
will be the price of the shares purchased under the Plan?
The price per
share of our common stock purchased under the Plan will be determined as
follows:
·
For
shares purchased in the open market or in privately negotiated transactions
with third parties, the weighted average of the actual prices that the Plan Administrator
pays for all of the common stock purchased for an applicable investment date.
·
For
shares purchased directly from us, the average of the high and low prices for
our common stock as reported on NASDAQ for the five trading days immediately
preceding the applicable investment date.
12.
How
many shares will I be purchasing through the Plan?
The number of
shares that you purchase depends on several factors, including the following:
·
The
amount of your payroll deduction;
·
The
amount of any optional cash payment that you may make; and
·
The
purchase price of the shares for the applicable investment date.
The Plan
Administrator will credit your account with a number of shares, including
fractions calculated to four decimal places, equal to the total amount to be
invested divided by the applicable purchase price. There is no limit on the number of shares
that may be purchased in the open market under the Plan. The only limit on the
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number of shares that may
be purchased directly from us under the Plan is the number of shares registered
with the SEC for issuance under the Plan.
The shares
purchased for you under the Plan will be held separately from any other shares
of our common stock that you may purchase (or have purchased previously)
outside of the Plan.
13.
When
will purchases of shares be made under the Plan?
Purchases under
the Plan will be made on a monthly basis.
When shares are
purchased in the open market or through private negotiation with third parties,
the transfer of shares to accounts under the Plan will be made as soon as
practicable after the required number of shares have been acquired by the Plan
Administrator.
When shares are
purchased directly from Enterprise Bancorp, Inc., the transfer of such shares
to accounts under the Plan will be made by the close of business on the next
business day following the date of purchase.
Each day on which
any purchased shares are transferred to accounts under the Plan, regardless of
the manner in which the shares are purchased, is an “applicable investment
date” for purposes of the Plan.
Regardless of the
manner in which shares are purchased for your account under the Plan, dividend
and voting rights with respect to such purchased shares will ordinarily
commence on the applicable investment date.
NO INTEREST WILL
BE PAID BY EITHER ENTERPRISE BANCORP, INC. OR THE PLAN ADMINISTRATOR ON ANY
FUNDS HELD UNDER THE PLAN PENDING THE PURCHASE OF SHARES.
Optional
Cash Payments
14.
How
do optional cash payments work?
While you are
enrolled in the Plan, which initially requires automatic payroll deduction, you
have the option of delivering an additional cash payment of not less than
$10.00 nor more than $2,000.00 at any time to the Plan Administrator; provided,
however, that the aggregate amount of any optional cash payments that you may
deliver to the Plan Administrator during any calendar month plus all automatic
payroll deductions during such month may not exceed $2,000. If the Plan Administrator receives in any
calendar month an amount that is in excess of this $2,000 maximum permissible
amount, whether through automatic payroll deductions, optional cash payments or
a combination of both, then the Plan Administrator will return the excess
amount to you without interest.
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After you have
enrolled initially in the Plan, with accompanying automatic payroll deduction,
you may choose at any time to terminate your automatic payroll deduction and
continue your participation in the Plan.
If you maintain your participation in the Plan without automatic payroll
deduction, then the only way you may purchase additional shares through the
Plan is by means of optional cash payments.
Any optional cash
payment must be made by check or money order, payable to the Plan
Administrator, and mailed to the Plan Administrator at the applicable address
provided in the response to Question 5 above.
Subject to the
limitations described in the preceding paragraphs, the Plan Administrator will
use any optional cash payments that you may deliver to the Plan Administrator
during any calendar month to purchase shares, including fractional shares
calculated to four decimal places, on the applicable investment date for credit
to your Plan account. Any optional cash
payments must be received by the Plan Administrator not later than the last
business day preceding an applicable investment date to be effective on such
date.
NO INTEREST WILL
BE PAID ON ANY OPTIONAL CASH PAYMENTS.
You may stop the
investment of any optional cash payment (and receive a refund of that amount)
if the Plan Administrator receives your written request for a refund no later
than 48 hours prior to the applicable investment date.
If your check is
returned unpaid for any reason, the Plan Administrator will consider the
request for investment of such funds void and without effect and will
immediately remove from your account any shares purchased upon the prior credit
of such funds. The Plan Administrator
may then sell such shares to satisfy any uncollected amounts. If the net proceeds of the sale of such
shares are insufficient to satisfy the balance of the uncollected amounts, the
Plan Administrator will be entitled to sell additional shares from your account
to satisfy the uncollected balance.
Reports
15.
How
will I be advised of my purchases of shares through the Plan?
Your quarterly
account statement, which is described further in the response to Question 16
below, will include information on each of the purchases made during the period
covered by the statement.
16.
What statements or reports will I receive for
shares held under the Plan?
The Plan
Administrator will send you a quarterly account statement showing the activity
and balance in your Plan account. Your
account statement will also show the total number of shares you have purchased
through the Plan to date during the calendar
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year, as well as the
total number of shares held in your Plan account as of the most recent
applicable investment date.
The final
quarterly statement for each year will show all pertinent information for that
calendar year. You should keep this statement
for tax purposes. The Plan Administrator
may charge you a fee if you request additional copies of your prior account
statements.
You will also
receive copies of the same communications sent to every other stockholder of
Enterprise Bancorp, Inc., including quarterly reports, annual reports, notices
of stockholders’ meetings and proxy statements, and income tax information for
reporting dividends paid by Enterprise Bancorp, Inc.
Dividends on
Shares held under the Plan
17.
Will
I be credited with dividends on shares held in my account under the Plan?
Yes. We pay dividends, if and as declared by our
Board of Directors, to the record holders of all shares of our common
stock. As the record holder for all
participants under the Plan, the Plan Administrator will be entitled to receive
dividends paid on all shares credited to Plan accounts on any given dividend
record date. As explained further in the
response to Question 18 below, all dividends paid on shares held under the Plan
will automatically be reinvested into additional shares.
18.
Will
shares held under the Plan be subject to automatic dividend reinvestment?
Yes. All dividends paid on shares that you acquire
through the Plan, whether by automatic payroll deduction or by optional cash
payment, will be automatically reinvested into additional shares of our common
stock. Shares must be in your Plan
account as of a given dividend record date to receive the dividend for
reinvestment purposes on the corresponding dividend payment date.
You
may elect at any time to receive cash dividends on some or all of your shares
held under the Plan by withdrawing the shares from the Plan. If you choose to withdraw any shares held
under the Plan, you may continue to hold the shares in book-entry form with the
Plan Administrator (meaning without the issuance to you of any paper stock
certificate) or you may choose to have a stock certificate issued to you for
these shares.
Certificates
for Shares
19.
Will
paper certificates be issued for shares purchased through the Plan?
We
will not issue certificates for shares that you purchase through the Plan. These shares will be held in book-entry form
with the Plan administrator. Your
account statement will show the number of shares held in your Plan
account. In addition to
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minimizing the
administrative costs of the Plan, this book-entry form of ownership protects
against loss, theft or destruction of stock certificates.
However,
you may at any time request that the Plan Administrator issue you a certificate
for any whole number of shares, up to the number of full shares credited to
your Plan account. The Plan
Administrator will generally issue certificates approximately three (3)
business days after it has received your request. Any such request should be given to the Plan
Administrator in writing at the applicable address provided in the response to
Question 5 above or by phone at the telephone number provided to you when you
enroll in the Plan.
Future
cash dividends on any shares for which you request a stock certificate will
not
be reinvested under the Plan,
inasmuch as these shares will have been withdrawn from the Plan. If you request certificates for less than all
of the shares in your Plan account, any remaining full shares and fractional
shares will remain in your Plan account and will remain subject to automatic
dividend reinvestment.
We
may terminate your participation in the Plan and pay you cash for your
fractional share interest if your Plan account is less than one whole share as
a result of any withdrawals or sales of shares held in the Plan.
Shares
credited to your Plan account may not be pledged or assigned while held in the
Plan, and any such pledge or assignment will be void. If you wish to pledge or assign your Plan
shares you must request that certificates for such shares be issued in your
name.
We
will not issue certificates for fractional shares under any circumstances.
20.
In
whose name will accounts be maintained and certificates registered when issued?
Accounts
will be maintained in your name as designated on the Enrollment and Payroll
Deduction Authorization Form at the time you enroll in the Plan. If we issue any stock certificates for shares
held in your Plan account, they will be registered in your name as it appears
on your Plan account.
You
may ask the Plan Administrator to issue a certificate in a name other than the
Plan account name, but you must comply with any applicable laws and you must
pay any applicable taxes. You must make
this request in writing, and your signature must be guaranteed by a qualified
medallion guarantee member.
You
may also transfer shares held in your Plan account to another person. Transfers can be made in book-entry form or a
certificate will be issued and sent to the new owner by first class mail. Any person to whom you transfer any of the
shares held in your Plan account will not be permitted to hold the shares under
the Plan, unless that
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person is also an
employee of Enterprise Bancorp, Inc. or one of its subsidiaries, including
Enterprise Bank and Trust Company.
Changing
Methods of Participation and Withdrawing from the Plan
21.
How
can I change my method of participation?
You
may change whether or not you participate in the Plan through automatic payroll
deduction at any time by contacting our Human Resources Department.
22.
May
I withdraw from the Plan?
Yes. The Plan is entirely voluntary and you may
withdraw at any time.
23.
How
do I withdraw from the Plan?
You
may withdraw from the Plan at any time by contacting the Plan Administrator in
writing at the applicable address provided in the response to Question 5 above
or by phone at the telephone number provided to you when you enroll in the
Plan. When you withdraw from the Plan,
you may choose to continue to hold your shares through book-entry form through
the Plan Administrator or to receive a certificate for all of the whole shares
held in your Plan account and a cash payment for any fractional share interest
credited to your Plan account. The value
of such shares, whether held in book-entry or certificate form, and any cash
payment received in lieu of a fractional share interest may be greater than,
equal to, or less than the amount you paid for such shares and any fractional
share interest.
If
the Plan Administrator receives your request to withdraw from the Plan at least
three business days before any dividend payment date, then you will receive
cash dividends on the whole shares withdrawn from your Plan account.
If
the Plan Administrator receives your request to withdraw from the Plan less
than three business days before any dividend payment date, then the Plan
Administrator will process your request as promptly as practicable, but your
cash dividend will be reinvested into additional shares.
If,
during the calendar month in which you request to withdraw from the Plan, but
prior to your delivering your request to withdraw to the Plan Administrator,
you have delivered to the Plan Administrator an optional cash payment, the Plan
Administrator will return the optional cash payment to you without interest.
If
you are participating in the Plan with automatic payroll deduction, then you
must also notify our Human Resources Department if you intend to withdraw from
the Plan.
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You
may elect to re-enroll in the Plan at any time while you are an employee of
Enterprise Bancorp, Inc. or any of our subsidiaries, including Enterprise Bank
and Trust Company, pursuant to the procedures outlined in the responses to
Questions 7 and 8 above.
24.
What
happens to the shares held in my Plan account when I withdraw from the Plan?
When
you withdraw from the Plan, you may choose to continue to hold some or all of
your shares, including any fractional share interest, in book-entry form
through the Plan Administrator or to receive a certificate for your whole
shares and a cash adjustment representing any fraction of a share held in your
Plan account. Any such stock certificate
and check for such cash adjustment will be mailed directly to you at the
address indicated in your request to withdraw, if any, or to the address for
you then appearing in the Plan Administrator’s records. The fractional share cash payment will be
based on the last sale price of our common stock as reported on NASDAQ as of
the business day on which the withdrawal request is received and processed.
25.
May
I discontinue automatic dividend reinvestment on shares withdrawn from the Plan
without terminating my participation in the Plan?
Yes. As long as you maintain at least one whole
share in your Plan account, you may continue to participate in the Plan while
having discontinued automatic dividend reinvestment on all of the shares that
you have withdrawn from your Plan account.
26.
May
Enterprise Bancorp, Inc. terminate my participation in the Plan?
Your
participation in the Plan will automatically terminate if you are no longer
employed by Enterprise Bancorp, Inc. or one of our subsidiaries, including
Enterprise Bank and Trust Company. As
explained further in the response to Question 34 below, we may also choose to
terminate the Plan generally for all participants at any time.
Sales
of Plan Shares
27.
How
do I sell any of the shares I have acquired through the Plan?
Subject
to the restrictions described in the response to Question 33 below, if you wish
to sell any or all of the shares held in your Plan account at any time, you may
instruct the Plan Administrator to sell these shares by calling the toll-free
telephone number provided to you when you enroll in the Plan or by mailing a
written request for the sale to the Plan Administrator at the applicable
address provided in the response to Question 5 above.
If
you wish to sell all of the shares credited to your Plan account, you must
first withdraw from the Plan in accordance with the procedures described in the
response to Question 23 above.
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As
with purchases made in the open market, the Plan Administrator aggregates all
requests to sell shares and then sells the total share amount on the open
market through a broker. Sales will be
made no less than once a week and may be made as often as daily at the
discretion of the Plan Administrator.
The selling price will not be known until the sale is completed. The proceeds of the sale, less any
transaction fee and/or brokerage commission that may be charged by the Plan
Administrator in connection with the sale, will be sent to you by check within
four business days following the sale.
You
should be aware that the price of our common stock may fluctuate during the
period between a request for sale, its receipt by the Plan Administrator and
the ultimate sale on the open market.
Instructions to sell any of the shares held in your Plan account sent to
the Plan Administrator may not be rescinded.
If
you wish to sell any shares held in your Plan account or that you have received
upon withdrawal from the Plan, you may also use the services of an independent
broker that is not affiliated with the Plan Administrator. If you wish to sell any of your Plan shares
using an independent broker, then you must first request that the shares be
converted to certificate form (see also the response to Question 19 above), and
then you must deliver the stock certificate(s) to the broker through whom you
are selling the shares.
Tax
Consequences
28.
What
are the material federal income tax consequences of participating in the Plan?
You
may realize gain or loss for federal income tax purposes whenever you sell any
of the shares held in your Plan account.
The amount of such gain or loss will be the difference between the
amount realized from the sale and your tax basis for the shares sold. The amount realized will be your gross
proceeds less any transaction fee and brokerage commission and any transfer
taxes you may pay. Subject to
limitations contained in the Internal Revenue Code, any administrative fees and
charges you incur upon the sale of shares may also be deductible if you itemize
deductions on your federal income tax return.
The
tax basis for federal income tax purposes of shares that you purchase through
the Plan, whether by means of automatic payroll deduction or with any optional
cash payment, will be equal to the purchase price of the shares. The tax basis of any shares acquired with
reinvested dividends will be equal to the fair market value of the shares as of
the applicable dividend payment date.
If
a sale is made not more than one year after acquisition, any gain (or loss) may
be taxed as short-term capital gain (or loss).
If the sale is made after one year, the gain (or loss) may be taxed as a
long-term capital gain (or loss). The
holding period for shares acquired pursuant to the Plan will begin on the
applicable investment date.
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Reinvestment
of cash dividends paid on shares held under the Plan does not relieve you of
liability for any income tax which may be payable on such dividends. You will be treated for federal income tax
purposes as having received on any dividend payment date the amount of the cash
dividend that was reinvested to purchase additional shares under the Plan, even
though you do not actually receive such amount in cash.
We
will in the first instance pay for any costs incurred by the Plan Administrator
in purchasing shares in the open market under the Plan, including any brokerage
commissions. Your respective amount of
these costs will be taxable to you as miscellaneous income and your tax basis
in the shares so purchased will be increased by the amount of this income that
you are treated as having received for federal income tax purposes.
You
will not realize taxable income simply for receiving any certificates for whole
shares credited to your account under the Plan.
However, if you withdraw from the Plan and receive the proceeds from the
sale of a fractional share credited to your account, you may realize a gain or
loss with respect to such fractional interest.
You may also realize gain or loss upon your sale of any shares following
any such withdrawal from the Plan.
We
believe the foregoing is an accurate summary of the material federal income tax
consequences of your participation in the Plan as of the date the Plan has been
adopted by our Board of Directors. This
summary, however, may not reflect every possible situation that could result
from participation in the Plan.
WE URGE
YOU TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR FEDERAL, STATE
AND LOCAL TAX CONSEQUENCES RESULTING FROM YOUR PARTICIPATION IN THE PLAN AND
ANY SUBSEQUENT DISPOSAL BY YOU OF SHARES PURCHASED PURSUANT TO THE PLAN.
We
urge you to keep copies of your Plan account statements to assist you in
complying with applicable federal, state and local income tax laws. The foregoing summary is subject to
superseding changes in law and regulation and neither we nor the Plan
Administrator is obligated to inform you of any such changes.
Other
Information
29.
If
Enterprise Bancorp, Inc. issues rights to purchase securities to the holders of
our common stock, how will the rights on shares held under the Plan be handled?
If
we issue rights to purchase additional shares of our common stock or any other
securities to holders of our common stock, the Plan Administrator will sell
those rights relating to shares held under the Plan and invest the proceeds in
additional shares of our common stock on the next monthly purchase date. If such rights may not be resold or do
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not otherwise
detach from the common stock, the Plan Administrator will hold those rights for
your benefit.
30.
What
happens if Enterprise Bancorp, Inc. declares a stock split or stock dividend?
The
Plan Administrator will add to your Plan account any shares resulting from a
stock split or stock dividend on shares you hold under the Plan. We will issue any shares resulting from a
stock split or stock dividend on shares that you may hold outside of the Plan
in the same manner as we would if you were not participating in the Plan. Transaction processing under the Plan may be
curtailed or suspended until the completion of any stock dividend, stock split
or other corporate action.
31.
How
will my shares held under the Plan be voted at meetings of shareholders?
You
will receive a proxy card covering all of the shares credited to your Plan
account as well as all of the shares registered in your name that are not
within the Plan. If the proxy card is
returned properly signed and marked for voting, all of the shares covered by
the proxy card will be voted as marked.
You may also choose to vote all such shares in person at shareholders’
meetings.
If
a proxy card is returned properly signed but without indicating instructions as
to the manner in which shares are to be voted with respect to any items, all of
your shares will be voted (to the extent legally permissible) in accordance
with the recommendations of our Board of Directors. This procedure is consistent with the actions
taken with respect to other stockholders who do not participate in the Plan and
who return properly signed proxy cards and do not provide voting
instructions. If the proxy card is not
returned, or if it is returned unsigned or improperly signed, none of your
shares covered by the proxy card will be voted unless you or your duly appointed
representative votes in person at the meeting.
32.
If
I am an executive officer, are my purchases under the Plan subject to the
requirements of Section 16 of the Securities Exchange Act of 1934?
If you are one of our executive officers who ordinarily would report your
purchases and sales of our common stock to the SEC in accordance with the
reporting obligations and short-swing profit recovery provisions of Section 16
of the Securities Exchange Act of 1934, your purchases of shares through the
Plan will be exempt from such reporting obligations and short-swing profit
recovery provisions if such purchases are made by means of automatic payroll
deductions. Purchases made by any
optional cash payment remain subject to the reporting obligations and short-swing
profit recovery provisions of Section 16 of the Securities Exchange Act of
1934, as are all sales of shares held in your Plan account.
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33.
Are
there any restrictions that apply to sales of shares held under the Plan?
If you are considered an “affiliate” of Enterprise Bancorp,
Inc. for purposes of the federal securities laws, then the same restrictions
that apply to your sales of our common stock generally will also apply to sales
of shares that you hold under the Plan.
An “affiliate” of an issuer of securities under the federal securities
laws is a person who, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
issuer. The directors and executive
officers of an issuer of securities are ordinarily considered “affiliates” of
the issuer. If you are an affiliate of
Enterprise Bancorp, Inc., then you may not publicly re-offer shares acquired
under the Plan except in accordance with the requirements of the SEC’s Rule 144
or pursuant to an effective “resale” registration statement. We have no present intention of filing any
such registration statement.
Consequently, if you are one of our affiliates, we recommend that you
not engage in any sale of shares held under the Plan that would constitute a
public re-offering of the shares unless the sale complies with the requirements
of the SEC’s Rule 144.
If you are not considered an affiliate of Enterprise
Bancorp, Inc. and you otherwise comply with all relevant federal and state
securities laws and regulations, you are free to sell some or all of the shares
you hold under the Plan at any time in accordance with the procedures described
in the response to Question 27 above.
If you are an executive officer who ordinarily would report
your purchases and sales of our common stock to the SEC in accordance with the
reporting obligations of Section 16 of the Securities Exchange Act of 1934, you
must report all sales of shares held in your Plan account pursuant to the
requirements of Section 16 and all such sales remain subject to the short-swing
profit recovery provisions of Section16.
34.
May
the Plan be changed or terminated?
While
we currently intend to continue the Plan indefinitely, we may amend, suspend,
modify or terminate the Plan at any time and for any reason. Our Board of Directors may also increase the
number of shares that may be issued directly by us under the Plan. We will send you written notice of any
amendment, suspension, modification or termination of the Plan. No such event will affect any shares then
credited to your Plan account, except that upon any whole or partial
termination of the Plan, certificates for whole shares credited to your Plan
account may be issued to you and a cash payment made for any fractional share
interest.
The
Plan Administrator may resign at any time upon reasonable notice to us in
writing. We may elect and appoint at any
time a new Plan Administrator to administer the Plan.
35.
Who
interprets and regulates the Plan?
Any
questions of interpretation arising under the Plan will be determined by
Enterprise Bancorp, Inc. in our sole discretion and any determination that we
make will be final. We may adopt rules
and regulations to facilitate the administration of the Plan.
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The terms and
conditions of the Plan and its operation will be governed by the laws of the
Commonwealth of Massachusetts.
If
it appears to us that you are using or contemplating the use of the Plan in a
manner or with an effect that, in our sole judgment and discretion, is not in
the best interests of Enterprise Bancorp, Inc. or our other stockholders, then
we may instruct the Plan Administrator not to purchase any of, or a portion of,
the shares for which you have tendered payment.
Such payment (or the portion thereof not to be invested in shares) will
be returned to you as promptly as practicable without interest. Under such circumstances, we may also act to
terminate your participation in the Plan.
36.
How
can I obtain answers to other questions regarding the Plan?
Any
additional questions regarding the Plan that you may have now or at any time in
the future should be addressed to the Plan Administrator at the applicable
address provided in the response to Question 5 above or at the telephone number
provided to you when you enroll in the Plan or to our Human Resources Department.
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