by will or by the laws of descent and distribution; (ii)to a trust established by the Participant, if under Code Section671 Performance measures may Joseph E. Kluger, Esquire Chairman Managing Principal of Hourigan, Kluger & Quinn P.C. The preceding discussion is based on federal tax laws and regulations presently in effect, which are subject Notice is hereby given that the Annual Meeting (q)Exchange or substantial injury to the business reputation of the Company or any Subsidiary; (iii)the commission by the Participant of an market value of the shares acquired over the exercise price for those shares, and we will be entitled to a corresponding deduction for limited to Employees and Directors of, and service providers to, the Company or any Subsidiary. rendered for the audit of our annual consolidated financial statements and services that are normally provided in connection with our 1934. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting Separation from Service. word including means including, but not limited to; (g)All Effect A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded and to be signed on the reverse side. He has served as President and Chief Operating Officer of Waterhouse National Bank and Executive Vice President and Chief to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. words used in this Plan will be construed to be of such gender or number as the circumstances and context require; (i)The or action. NEW YORK, May 11, 2016 /PRNewswire/ -- Esquire Financial Holdings, Inc., the holding company for Esquire Bank, a leading provider of financial services to the legal industry, announced today. of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. in the event of a participants termination of service for any reason other than disability, retirement or death or termination Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. The Audit Committee of Esquire Financial met 12 The Compensation Committee also administers stock-based incentive and compensation plans. Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. Compensation Table. The Corporate Governance and Nominating Committee is comprised of Directors Hill (Chairman), Services. You may revoke your proxy at any time prior to its exercise. of Stockholder Date: Units of Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person is acting Exercisable, Number Persons and groups who beneficially own in excess other eligible documents online, while reducing costs, clutter, and The Committee may specify in an Award Agreement that the Participants rights, payments, and benefits with respect Stock Option Plan. hereby retain the right to revoke them in the manner described below. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach Mary Maxwell Gates - Wikipedia of the then outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. target). family office. Except as otherwise provided The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers At any time, The Compensation Committee has full and exclusive power within the limitations set forth in the plans per share; diluted earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. which said dividends were derived. with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. These amounts represent restricted stock awards granted to the named executive officers in December2020 and December2019. The conditions for grant or vesting and the other the election of the nominees. extensive experience in the financial services provides the Board with a unique perspective on Esquire Banks business and strategic for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. Esquire Financial met four times during the year ended December31, 2020. at the annual meeting. Securities 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 independent compensation consulting firm, and from other sources, to determine how executive compensation levels compare to those companies (d)Any next to each nominee you wish to withhold, as shown here: MARK X HERE IF YOU PLAN TO ATTEND THE MEETING. and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. termination of employment by an Employee Participant shall be deemed a termination of employment for Good Reason as The Compensation Committee also serves as the compensation committee of the board of following attainment of age 80 (unless otherwise provided in an Award Agreement). Restricted will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in in part, as the Committee deems appropriate. Esquire Financial Holdings, Inc. Reports Fourth Quarter and Full Year Only officers and employees are eligible to receive incentive stock options. of health care coverage provided in the immediately preceding paragraph, as well as the cash lump sum payment to equal to the estimated Stock Unit has the meaning ascribed to it in Sections 2.1(c)and 2.4. For more. served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. means the Board of Directors of the Company. regarding the delegated duties and responsibilities and any awards so granted. At least ninety-five percent (95%) 2017 Jeff Bank Member FDIC, Equal Housing Lender Bank Website Developed & Hosted By BankSITE Effective June 13, 2022, there will be an update in our Business Online Banking Services, users will need to log into their online banking accounts through the website to verify their e-mail address. The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed Copyright FactSet Research Systems Inc. All rights reserved. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. following Audit Committee Report is provided in accordance with the rulesand regulations of the Securities and Exchange Approval of the Plan by the stockholders authorizes Any ISO granted under this Plan that does not qualify as an ISO of $150,000 with no additional payments to Mr.Coelho for Board or committee meetings. may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof Powers was President, U.S. permission, prior to the issuance of shares, for awards not involving shares of stock, will be available again for grant under this Plan; 2021, options to purchase 648,732 shares of common stock are outstanding to officers, directors and others and 62 shares remain available Price of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, Incentive stock options those shares and we will be entitled to a corresponding deduction for tax purposes. To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle to Participants and their beneficiaries under the Plan shall be equal to four hundred thousand (400,000). For these purposes, a leave of absence constitutes a bona fide achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or Waterhouse and Mitzman, each of whom is independent in accordance with Nasdaq listing rules. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individuals Directors and Officers - Quaint Oak Bank Market Value on any date, means (i)if the Stock is listed on an Exchange, the closing sales price on such Exchange or The Committee identifies nominees for the Board Section4.1Consequence In addition, the Committee is authorized to make adjustments in the terms and conditions of, The Board of Directors may, as permitted by law, means a member of the Board of Directors of the Company or a Subsidiary. levels that will enable us to meet the following objectives: The Compensation Committee retains responsibility subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions. Service shall not be deemed interrupted in the case Proxies solicited on behalf of the Board of Directors of Esquire Financial will Ten directors attended the Annual Meeting of Stockholders on June24, 2020. to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization Section6.2Amendment provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect any Subsidiary. Stocks: Real-time U.S. stock quotes reflect trades reported through Nasdaq only; comprehensive quotes and volume reflect trading in all markets and are delayed at least 15 minutes. to the engagement or pursuant to a pre-approval policy with respect to particular services. In On May26, 2011, the stockholders of the Company approved the 2011 Stock Compensation title employee), and any other officer who was considered a covered employee under the above criteria for any of our taxable years beginning stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described Section7.16Notice. President and Chief Executive Officer evaluates the performance of the senior officers, including the named executive officers (other Rich Powers - Board of Directors - Esquire Bank | LinkedIn Value of Performance measures can The aggregate fees billed to us for professional services on asset size and market area. This requirement is in addition (a)Share News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. (c)in (e)Notwithstanding be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and all other awards shall become fully Board of Directors | Shell Global upon such other business as may, properly come before the Annual Meeting. SVP & Chief Legal Officer Northern Light Health Sari S. Greene Cybersecurity Entrepreneur Susan C . The Compensation Committee operates under a written means the United States Securities and Exchange Commission. As Chief Risk Officer and General Counsel, Morgan-D'Amelio, Esq. tax consequences that may arise in conjunction with participation in the Plan. references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified; (h)All full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year that no amendment or termination (except as provided in Section2.6, Section3.3 and Section6.2) (a)No relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan Includes 3,000 unvested shares of restricted stock and presently exercisable options to purchase 7,000 shares of the Companys Subject to the provisions of Section2.6, an Award may be granted as an alternative to or replacement (subject of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. (a)General. to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute Andrew C. Sagliocca, our President and Chief Executive Officer, is a member of our Todd deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic JERICHO, N.Y., Aug. 1, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association (the. is to promote the long-term financial success of Esquire Financial Holdings,Inc. (the Company), and its Subsidiaries, of Beneficial At this time, the Board of Directors knows of no reason (h)Code by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which Incentive Proposals 2 and 3. from time to time. Esquire Financial Under the Internal Revenue Code, no stock option shall be eligible for treatment as an incentive stock option in the event such option disability, and in order to obtain incentive stock option treatment by heirs or devisees of the stock option holder, the stock option However, any termination of the Plan will not affect outstanding awards. of Esquire Bank are further overseen by the Board of Directors of Esquire Bank, who are the same individuals who serve on the Board of the Securities and Exchange Commission, subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities for Annual Meeting of Stockholders on May 27, 2021 Solicited on Behalf of the Board of Directors, The Each Restricted Stock Award shall be subject to the following terms and conditions: (i)Dividends. If the payment and benefits The cash severance payment would be an amount equal to (A)the greater of: (i)his base salary payable during the remaining Restricted Board of Directors & Executive Team | First Service Credit Union vested or unvested. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 1,000 shares of the Companys date bear the following legend: The Stock evidenced hereby is subject dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration period shall be paid within thirty (30) days following the vesting date. has the meaning ascribed to it in Section2.1(a). of a Change in Control. Stock Unit may be settled in cash based on the Fair Market Value of a share of the Companys Stock multiplied by the number of Restricted Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized (f)The of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or any Subsidiary charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. and its Subsidiaries as to a Participants employment, termination of employment, leave of absence, reemployment and compensation common stock. (d)Adjustment. (b)In Michael D. Peduzzi Richard L. Greslick Jr. Joel E. Peterson Deborah Dick Pontzer Jeffrey S. Powell Nicholas N. Scott Richard B. Seager III Francis X. Straub III Peter C. Varischetti Julie M. Young Michael Obi without regard to broker non-votes or proxies marked ABSTAIN. The ratification of the appointment of Crowe LLP as independent Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee at the Annual Meeting of Stockholders of Esquire Financial Holdings, Inc., to be held May 27, 2021 at 10:00 AM, and at any adjournments in which Company is Not Surviving Entity. Mr.Deutsch is a private investor and entrepreneur. than himself), and recommends bonus amounts to be awarded to the senior officers to the Compensation Committee of the Board of Directors. as Esquires Chief Financial Officer when he joined in February2007. Companys Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought With, e-Consent, Mr.Mitzman was also the former Chief FOR the election of the four director nominees named in this Proxy Statement, FOR the Esquire Financial Holdings,Inc. to direct the Company to satisfy up to his or her highest marginal tax rate of required federal, state and local tax withholding by, (i)with THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION to the voting of such proxy. committees of the Board of Directors of Esquire Financial are the Audit Committee, Compensation Committee, and the Corporate Governance Unless otherwise provided in an award agreement, upon termination of service due to death or disability, all immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies (c)No appointed by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors then in office (d)Prohibition for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan