CORP (OTCMKTS:CCYPQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

James B. Lally Employment Agreement

Effective May 2, 2017, James B. Lally succeeded Peter F. Benoist
as Chief Executive Officer (CEO) of Enterprise Financial Services
Corp (the Company) and as a member of the Board of Directors. On
June 1, 2017, the Company entered into an employment agreement
with James B. Lally (the Employment Agreement). The Employment
Agreement replaces the prior employment agreement between the
Company and Mr. Lally which was entered into on June 30, 2015.
The Employment Agreement reflects Mr. Lallys promotion to CEO of
the Company on May 2, 2017, and its terms are reflective to that
date (the Effective Date).

Under the Employment Agreement, Mr. Lally will receive (i) an
annual base salary of $450,000, with increases to be made when
appropriate as determined in the discretion of the Compensation
Committee of the Board of Directors of the Company; (ii) a
targeted annualized bonus under the Companys Short-Term Incentive
Plan (STIP), based on performance goals, with a targeted amount
of not less than 50% of Mr. Lallys base salary; and (iii) annual
grants under the Companys Long-Term Incentive Plan with a target
value of not less than 50% of Mr. Lallys base salary. Mr. Lally
will also participate in standard benefits offered to employees
generally and under terms of plans to which benefits are
provided.

In accordance with the Employment Agreement, the 2017 targeted
annualized bonus under the STIP will be calculated as follows:
(i) from January 1, 2017 until the Effective Date, Mr. Lallys
annual target payout amount will be $200,000; and (ii) from the
Effective Date until December 31, 2017, it is expected that Mr.
Lallys annual target payout amount will be no less than $225,000.
The 2017 LTIP award will have a target value of no less than
$200,000.

The Employment Agreement provides for the following benefits upon
Mr. Lallys termination for any reason: (i) earned but unpaid base
salary through the termination date; (ii) bonus compensation to
the extent earned in a prior year but not yet paid; (iii) accrued
benefits under any Company plans; (iv) a lump sum payment in
respect of accrued but unused vacation days; and (v) any unpaid
expense or other reimbursement (the Accrued Obligations).

In addition, the Employment Agreement provides for benefits if
Mr. Lallys employment is terminated under certain circumstances.
In the event the Company terminates Mr. Lallys employment without
Cause or if he voluntarily terminates his employment for Good
Reason at any time (including prior to or following a Change in
Control), Mr. Lally will receive (i) a lump sum equal to 24
months of base salary; (ii) a lump sum equal to 2 times the
greater of (x) the average annual bonus paid over the previous 2
years or (y) the annual bonus for the year in which Mr. Lallys
termination occurs as though all target levels of performance are
fully achieved; (iii) continued medical benefits for 24 months at
the same cost as Mr. Lally would be required to pay as an active
employee; and (iv) the Accrued Obligations.

The Employment Agreement contains restrictive covenants
prohibiting Mr. Lally from competing with the Company during the
term of his employment and for a period of either (i) 12 months
following any termination of employment, but excluding a
termination at any time (including prior to or following a Change
in Control) by the Company without Cause or by Mr. Lally for Good
Reason; or (ii) 24 months following a termination by the Company
without Cause or by Mr. Lally for Good Reason at any time
(including prior to or following a Change in Control) (the
Restricted Period). The Employment Agreement also prohibits Mr.
Lally from soliciting employees and certain customers of the
Company or any of its affiliates during the Restricted Period. In
addition, confidentiality provisions in the Employment Agreement
prohibit the use or disclosure of confidential information.

The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the
Employment Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference
herein. Capitalized terms used herein without definition have the
meanings given to such terms in the Employment Agreement.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits