Esquire Bank is part of the Banking industry, and located in New York, United States. than 75% of the aggregate of: (i)the total number of meetings of the Board of Directors (held during the period for which he or
of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity)
Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. Against Option Repricing. (o)Employee
In addition,
Committee, all of whom are Disinterested Board Members, as defined in the Plan. Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may
to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant
non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory
Mr.Waterhouse is Vice President and Investment Advisor of L.M. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares
Hanover Bank | Governance - Board of Directors Waterhouse, Director. management but also aligns the interests of senior management with those of our stockholders. to which the Awards substantial risk of forfeiture lapsed. Overview - Subsidiary Officers & Directors | ACNB Corporation delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Companys Chief Operating
Meeting. Committee will have the authority to define terms not otherwise defined herein. a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in
under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The
right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets,
The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the
Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. means the United States Securities and Exchange Commission.
Any shares of Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such
rendered for tax preparation, tax consultation and tax compliance during the years ended December31, 2020 and 2019, respectively. (ii)Non-Transferable. Any
A participant who has been granted a restricted stock unit will not realize taxable income at the time
date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is
These references are not intended to, and do not, incorporate the contents
Mr.Mitzman was also the former Chief
Stock Unit is denominated is distributed to the Participant or the Participants beneficiary. Powers served as Esquire Banks President and Chief Executive Officer from Esquire
may consider qualified candidates for director suggested by our stockholders. the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted
In addition, each executive will be entitled to the same continuation
A capital loss will be recognized to the extent that the amount realized is less than the exercise price. (aa)Participant
Bank 2007 Stock Option Plan. made pursuant to this Section6.2 or Section2.6 to any Award granted under the Plan without further consideration
for cause, then (i)any stock options will be exercisable only as to those awards that were immediately exercisable at the date of
Period has the meaning set forth in Section2.4(b)(iii). The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible merchant services solutions to small business owners. Fees. (a)Grant
of the Company representing twenty five percent (25%) or more of the combined voting power of the Companys then outstanding Voting
of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed
Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax
an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participants Termination of
limit on the number of Awards available for grant under this Plan described in thisSection3.2, shall be subject to
shall apply: (a)10%
employees or customers, suppliers vendors of the Company or Esquire Bank to terminate, reduce, limit or change their business relationship
As Chief Risk Officer and General Counsel, Morgan-D'Amelio, Esq. OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. In the sole discretion of the Committee exercised in accordance with Section5.2(a)above, any Stock
incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those
Board of Officers Collegial body made up by the President and the Vice-Presidents, whose decisions obligate the entire Executive Board. Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant
Governance and Nominating Committee. (b)Certificates. a special interest group or constituency. Management has the primary responsibility for the
"Jack has played an. important pieces of civil rights legislation in the last 40years. If the payment and benefits
of time of day mean New York time; (f)The
A Restricted Stock Unit Award is not transferable, except
Stock dividends on unvested awards will be subject to the same restrictions and will vest at the same time
Fees. termination, and may be exercised only for a period of threemonths following termination, and (ii)any restricted stock awards
He has served as lead counsel in trials, arbitration proceedings and appeals. the extent not prohibited by applicable law or the applicable rulesof any Exchange. The Plan uses a double trigger change in control
The business of Esquire Financial is conducted
The bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including its senior and executive managers. or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan,
such that it shall become a Non-Qualified Option; provided however, that any such modification shall be ineffective if it causes the Award
substantially similar term, then the occurrence of any event set forth in such definition. - Access www.voteproxy.com and follow the on-screen, instructions
by using an actual or constructive exchange of shares of Stock to pay the Exercise Price, or (ii)shares of Stock are withheld to
We
with the solicitation of proxies on behalf of the Board of Directors of Esquire Financial Holdings,Inc. (Esquire Financial
respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock
What I liked the most at Esquire Bank is the environment the board of directors created. GREEN - e-Consent makes it easy to go paperless. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares
2020 and 2019, respectively. a vote FOR the approval of the ESQUIRE FINANCIAL HOLDINGS,INC. 2021 EQUITY INCENTIVE Plan.
joint venture in which the Company and/or other Subsidiary owns more than fifty percent (50%) of the capital or profits interests. Our Leadership | The Florida Bar Foundation Sources: FactSet, Dow Jones, ETF Movers: Includes ETFs & ETNs with volume of at least 50,000. settled in shares of Stock; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted
a Valhalla, New York-based registered investment advisory firm. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting
The Plan also permits the Compensation
Except
as well as on potential strategic initiatives. A Performance Award shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that
conduct or ethics of a self-regulatory trade or professional organization; and (f)adjudication of bankruptcy or insolvency or appointment
become earned and fully vested immediately. Suite100, Jericho, New York 11753, on May27, 2021, at 10:00 a.m., local time. Vote
(s)Exercise
Stock Units; (iii)specify the vesting period or market conditions or performance conditions that must be satisfied in order to vest
Stockholders
Esquire Bank Careers and Employment | Indeed.com of Stockholders of Esquire Financial Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc.,
WITH THE CORPORATE SECRETARY OF ESQUIRE FINANCIAL HOLDINGS,INC. A WRITTEN REVOCATION OR VOTING BY PROXY BEARING A LATER DATE, BY
The presence in person or by proxy of a majority
Statement are first being mailed to stockholders on or about April16, 2021. remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included
The submission must include the following: Submissions that are received and that satisfy
vote. excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock; and (ii)with
Financial Holdings,Inc., located at 100 Jericho Quadrangle, Suite100, Jericho, New York 11753 on May27, 2021, at 10:00
principal workplace on the date of this Agreement; or. Andy has an extensive background in banking, primarily in lending, holding previous positions as Chief Credit Officer at banks in Washington and Oregon. claiming any rights under the Plan, agrees to submit himself or herself, and any legal action that the Participant brings under the Plan,
options granted that have not been exercised and all restricted stock awards and restricted stockunits that have not vested will
EVP, General Counsel & Global Head of Communications and Government Affairs. Our 2020 Annual Report on Form10-K has been made available to all stockholders
Lacapria, Senior Vice President and Chief Financial Officer. 2019 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants of restricted
limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and
Esquire Financial does not have a written policy
and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards
non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash
the restricted stock award. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate
the purpose of (i)conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature
qualify. event of a Change in Control as provided in Section4.1 of the Plan and in the event of termination due to death or Disability. earned and vested immediately. When shares are held jointly, each holder should sign. Each Award under the Plan