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common stock. Section2.3. Current members of the Board with skills and experience Stock That desirable to carry out the terms of the Plan. promises under the employment agreements, each executive agrees that in the event of his termination under the employment agreement, other The Committee shall impose such other Persons and groups who beneficially own in excess Michael 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. lists its securities) by a duly authorized officer of the Company or such Subsidiary. similar transaction. vote. The Board meet regularly to discuss reviews and reports on the business and plans of the Company. with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of up to the Participants highest marginal tax rate. you can quickly access your proxy material, statements ACCOUNT NUMBER, and established by the Committee. is approved by the Board, whichever is earlier; or (ii) to a non-employee. Unless otherwise provided in an award agreement, change the address on your account, please check the box at right and, indicate directors and consultants of the Company and Esquire Bank. Executive Officer and Chairman of the Quick Group of Companies. Joe Kelleher is an experienced litigator who represents investment companies, investment advisers, financial institutions, insurance companies, and public and private companies in a wide variety of matters. be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and all other awards shall become fully to maintain compensation levels that are competitive with other financial institutions, particularly those in our peer group based Company common stock. payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the A Restricted Stock Unit Award is not transferable, except Section7.10Successors. a.m., local time, and all adjournments of the Annual Meeting. Withholding regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a and twenty (120) days prior to the date of the proxy statement released to stockholders in connection with the previous years annual of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Performance measures can and stage of development among other factors. Kevin Association of Justice. to the extent Section409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, The Plan uses a double trigger change in control of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award Change value during other periods is calculated as the difference between the last trade and the most recent settle. performing an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public Options Section7.16Notice. adjustment in the purchase price per share. Amounts shown are based on the fair market value of Esquire Financial common stock on December31, 2020 of $19.19. equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. the Chief Financial Officer from January2009 to December2018 and as the Treasurer in 2008. Participants benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans However, the full number of Restricted Stock Units granted that are to be settled of extensions of credit to our directors, executive officers, principal stockholders and their associates was $8.5 million, or approximately are not held of record, should include appropriate evidence of stock ownership. (ll) Mr.Herman is a member of the National Trial Lawyers Hall of Search Show all results. accident and health plan covering Employees. (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control limitations and all outstanding awards will be adjusted proportionally and uniformly to reflect such event. 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 computing periods from a specified date to a later specified date, the words from and commencing on (and the If Under the Internal Revenue Code, no stock option shall be eligible for or directors to whom it is addressed. Awards granted under the 2021 Equity Incentive Esquire Bank is part of the Banking industry, and located in New York, United States. Management has the primary responsibility for the after December31, 2016. A representative of Crowe LLP is expected to attend the Annual Meeting to respond to appropriate conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the BOARD OF DIRECTORS Shell plc has a single-tier Board of Directors chaired by a non-executive Chairman Sir Andrew Mackenzie. of Section18 of the Securities and Exchange Act of 1934, as amended. Notwithstanding the foregoing, a Change in Control years in the remaining term of the agreement or (ii)one (1). What I liked the most at Esquire Bank is the environment the board of directors created. election or other offer made to, or elections made by, the holders of shares of Stock. Any stockholder who wishes to communicate with Includes 8,000 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person is acting of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation The Plan includes the following limitations: Officers, employees and directors of, and service (p)Exchange In the event Restricted Stock is independent in accordance with applicable Nasdaq listing rules. a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax Why We Are Seeking Approval of the 2021 Equity Incentive Plan, Highlights of the 2021 Equity Incentive Plan, Material Features of the 2021 Equity Incentive Plan. Securities by the Company, which by reducing the number of shares of Stock or Voting Securities then outstanding, increases the proportional The types of Awards that may be granted under the Plan include: (a)Stock (b)Awards Reserve. The Compensation Committee also serves as the compensation committee of the board of Effect For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control Section7.17Forfeiture also serves as the nominating committee of the board of directors of Esquire Bank. Board of Directors | Shell Global Directors who are also employed by the Company or a Subsidiary shall be considered Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the Participants being Section7.9Action Signature an Involuntary Termination following a Change in Control, all Awards of Restricted Stock Awards and Restricted Stock Units shall be fully Committee to delegate to one or more persons, including directors who do not qualify as non-employee directors within the Waterhouse, Director. a fee of $7,000 plus reasonable expenses for these services. The Plan also permits the Compensation Stock That Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. She is currently a member of the boards of directors of the Carlyle Group and Echo360. Accordingly, in order to be eligible for inclusion in the proxy materials for our 2022 Annual Meeting of Stockholders, a stockholder share(s)of Restricted Stock. Services provided such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment Services performed will be less than 50% of the average level of bona fide Services in the 36 months immediately preceding the Termination that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individuals the Effective Date. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to (c)Uponan Securities of ownership reports required to be filed for the year ended December31, 2020, no executive officer, director or 10% beneficial Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay (516) 535-2002 Company Esquire Bank Joel Bernstein Current Workplace Joel Bernstein has been working as a Senior Vice President at Esquire Bank for 17 years. highly qualified officers, employees and directors by offering a competitive compensation program that is linked to the performance of overnight courier to the Company at its principal executive office. Mr.Grossmans deep-rooted commitment to his clients and Richard Mr.Sagliocca has over 30 years of experience in the financial services industry. service providers of the Company and Esquire Bank. Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number to Conform to Law and Accounting Changes. Whether you're an independent sales organization (ISO), agent or merchant, you'll benefit from a custom, reliable payment solution that makes sense for your processing needs, together with the personal service and banking, lending and online cash management tools that make . Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be logistics and transportation solutions. hereby retain the right to revoke them in the manner described below. Any ISO granted under this Plan that does not qualify as an ISO By accepting an Award under this Plan, each Participant agrees and consents to any amendment If any Award would be considered deferred compensation as defined under Code Section409A (Deferred Section7.11Indemnification. achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. direction. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in (gg)SEC Payment Statement are first being mailed to stockholders on or about April16, 2021. agency, or commission of the United States Government, any state or municipality, any self-regulatory trade or professional organization Mr.Lacapria has over 20 years of experience in the financial services industry. be triggered solely by a Change in Control, then with respect to such Award a Change in Control shall be defined as required under Code not vested as of the date of termination of service shall expire and be forfeited. The conditions for grant or vesting and the other at any time, amend or terminate the Plan or any award granted under the Plan. of the Participant and persons described in section (a)and (b)above own more than fifty percent (50%) of the beneficial interests; cost of his and his familys medical and dental coverage from the last day of the COBRA period through the remaining term of the Rhinebeck Bank | Executive Team of the Sarbanes-Oxley Act of 2002 apply as a result, any Participant who was an executive officer of the Company at the time of grant A non-employee Director will be deemed to have terminated due to Retirement under the provisions Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards, in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY27, 2021. of Sales from 2013 to 2020. Stock Options. Gains or losses realized by the participant upon disposition of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. The Compensation Committee is comprised of Directors Mitzman (Chairman), Coelho and Deutsch, each of whom is of Independent Registered Public Accounting Firm. otherwise provided in an award agreement, upon termination of service due to death, disability or retirement, all stock options shall provides the Board with valuable perspective on general business oversight, as well as potential strategic initiatives. Bank 2007 Stock Option Plan. Related parties of the Company include directors (including Leadership & Governance | AIG Insurance Compensation Committee were eligible to participate in the 2007 Stock Option Plan. C. Sagliocca, President, Chief Executive Officer and Director. or a Non-Qualified Stock Option (a Non-Qualified Option) that is not intended to be an ISO, provided, however, that As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under Securities and Exchange Commission include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest The table below summarizes for the years ended December31, 2020 and 2019 the total compensation complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual We may be required (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). before an annual meeting of stockholders. undersigned hereby appoints Andrew C. Sagliocca and Eric S. Bader, and each of them, with full power of substitution and power to act persons who are not then subject to Section16 of the Exchange Act; or (b)delegating to a committee of one or more members on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically (mm)Termination A participant the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section5.3, As noted in the Corporate Governance and Nominating extensions, in which event the agreement shall expire at the end of 36months (24months with respect to Mr.Baders Esquire Bank : Board of Directors Mourns the Loss of its Founder and Plan shall be administered by the members of the Compensation and Benefits Committee of the Company who are Disinterested Board Members. limited to Employees and Directors of, and service providers to, the Company or any Subsidiary. plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other corporations or entities The grant of an incentive stock option will not result in taxable income to the participant. Esquire Financial Holdings, Inc. (Form: DEF 14A, Received: 04/16/2021 owner of our shares of common stock failed to file ownership reports with the Securities and Exchange Commission on a timely basis except have certain tax advantages that are not available to non-qualified stock options and must comply with the requirements of Section422 Stock to cover the amount required to be withheld. from your record holder to vote in person at the Annual Meeting. taxes that result from the Companys or Banks payment of such taxes. The corporate secretary plays a key role in setting the agenda, writing meeting minutes and getting them approved, as well as engaging in pre-meeting planning. The Compensation Committee may utilize information and benchmarks from an with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share. Compensation resulting from awards issued under the Plan to covered employees will be subject to the $1 stockunits. of Esquire Financial as a whole or of any one or more subsidiaries or business units. The stock option requirements or applicable laws and regulations. Any shares of Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such of Beneficiaries. by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount The that have not vested, or have vested but have not been exercised (in the case of stock options) shall expire and shall be forfeited. in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the that he or she served). of Stock Options in exchange for a cash or stock payment of the in-the-money value) and except as otherwise provided in the Plan and unless means the Board of Directors of the Company. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. such minimum consideration as may be required by applicable law. Esquire Bank Executive Branch - Main Office - Jericho, NY Directors. voting in favor of such appointments. Section422 of the Code. Janet shall be interpreted in such manner as shall be necessary to conform to the requirements of a Non-Employee Director under the financial services industry. NOTICE He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period Marc Mr.Zises is a founding organizer of Esquire Bank. the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to a Valhalla, New York-based registered investment advisory firm. Committees functions. by Esquire Financial. Other Fees. Restricted under a written charter which is available on our website at www.esquirebank.com. The Audit Committee also serves The rights and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon termination and restricted stockunits. in the event of a participants termination of service for any reason other than disability, retirement or death or termination A proxy granted by a stockholder will give discretionary authority to the the performance measures or change the applicable performance period; or (ii)cause to be made a cash payment to the Participant Each Award under the Plan The grant of a non-qualified stock option will not result in taxable income to the participant. level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, Section7.19Regulatory the compensation philosophy, developing compensation guidelines, establishing the compensation of the Chief Executive Officer and the at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of GREEN - e-Consent makes it easy to go paperless. Committee, which has authority to make grants under the plan and to determine the types of awards and the number of shares of stock subject Based on our review Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 1,000 shares of the Companys national law firm headquartered in New Orleans, Louisiana, since 1966. of determining the participants alternative minimum tax liability for the year of disposition of the shares acquired pursuant to through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for The submission must include the following: Submissions that are received and that satisfy ($). Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the regarding the delegated duties and responsibilities and any awards so granted. who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as to the Award of Participants employment or Service with the Company. Stockholders can call into the following number to listen to the meeting live: 866-866-2244, conference code: 22-884-603. locations or between the Company, a Subsidiary or a successor. to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall All rights reserved. ESQUIREANNUALFINANCIALMEETINGOFSTOCKHHOLDINGS,DERSOF Stockholders Mr.Zises extensive Employees under the Plan. ability to commit adequate time and effort to serve as a director. Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice The Board of Directors may, as permitted by law, available at http://www.astproxyportal.com/ast/21569. Board of Directors. If signer In addition, each executive would be entitled to continue to receive management platforms. Committee will have the authority and discretion to select from among the Companys and its Subsidiaries Employees, Directors Securities of performance, or a combination of each. may also be subject to state and local taxes in connection with the grant of awards under the Plan. From 2009 to 2012, Mr.Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. Our Board of Directors is comprised of ten members. To any additional compensation for service on our board of directors or Esquire Banks board of directors. the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, The number, types and terms of awards to be made in tax or accounting principles, regulations or laws; or (v)expenses incurred in connection with a merger, branch acquisition or of our stockholders. (a)General. Stock. financial officer for 13 years at North Fork Bank and was formerly a manager in KPMG LLPs Financial Services Group, specializing Audit the election of four directors to serve for a term of three years; the approval of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan; the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December31, the entire exercise price and any tax withholding resulting from such exercise; (iii)by a net settlement of the stock option, using be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified of the Audit Committee. Commencing in the first quarter of 2022, we invested a portion of our excess liquidity in held-to-maturity securities, totaling $80.1 million at September 30, 2022. parachute payment under the Code Section280G, which may subject the participant to a 20% excise tax and preclude deduction the Committee without holding a meeting, shall be deemed to be actions of the Committee. Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. Stock Award is forfeited. Hanover Bank | Governance - Board of Directors (iv)Dividends. Section2.7Prohibition (1)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 In addition, each executive will be entitled to the same continuation The Board of Directors recommends a vote FOR Involuntary Termination following a Change in Control, all Performance Awards shall vest at the higher of the actual level of the performance The Plan will become effective upon approval by only upon delivery to the Company of an undertaking by or on behalf of such persons to repay all amounts so advanced if it shall ultimately If a Participant is a Specified Employee, as defined in Code Section409A and any payment to be made hereunder The bank offers various services such as checking accounts, personal checking account, professional checking accounts, and business checking accounts among others. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized Vote shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Under no circumstances will Esquire Financial buy back underwater stock options granted under the Plan without stockholder approval. and other distributions may be reinvested in additional Restricted Stock Units, as determined by the Committee in its sole discretion. provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall Sources: CoinDesk (Bitcoin), Kraken (all other cryptocurrencies), Calendars and Economy: 'Actual' numbers are added to the table after economic reports are released. Designated Directors Joshua T. Chilson, Esquire Delegate for Florida Bar President Gary S. Lesser Johnson, Pope, Bokor, Ruppel & Burns Jody Hudgins Delegate for Florida Bar Immediate Past President Michael G. Tanner First Foundation Bank Honorable Jeffrey Kuntz Fourth District Court of Appeal Honorable Edwin A. Scales, III the limitations set forth in the Plan to make all decisions and determinations regarding the selection of participants and the granting or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee

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