It offers commercial banking services, which serve the financial needs of the legal industry and small business communities, and commercial and retail customers in the New York metropolitan market. pre-approval, and the fees for the services performed to date. PERSON - You may vote your shares in person by attending, GO (iii)Tender (c)Upon Law. The table below summarizes for the years ended December31, 2020 and 2019 the total compensation limitations in the Plan as set forth in the Plan and discussed above. is a founding organizer of Esquire Bank. A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at to a participant, or materially modify the requirements for participation in the Plan, without approval of stockholders. elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. your new address in the address space above. Section2.7Prohibition PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Section3.4Delivery as three (3)shares for every one (1)share so granted. Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting the executives employment for cause (as defined in the agreement) at any time. in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made Fundamental company data and analyst estimates provided by FactSet. For more information, visit www.esquirebank.com. of which may vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, Sources: FactSet, Dow Jones, Stock Movers: Gainers, decliners and most actives market activity tables are a combination of NYSE, Nasdaq, NYSE American and NYSE Arca listings. We Andy began his banking career in 1984. SVB Financial Group Announces Board of Directors Transitions No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, The Compensation Committee has the right to prohibit participants from making Code Section83(b)elections. Committee. in an amount determined by the Committee. Stock That value or in exchange for Stock Options or other Awards) or replacement grants, or other means. As noted in the Corporate Governance and Nominating any payment to such holder. Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or Section5.5Committee equal to the exercise price and any applicable minimum tax withholding. agreement plus the expense of converting his Company-paid life insurance to an individual life insurance policy. time. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially Under Other Plans. means the common stock of the Company, $0.01 par value per share. INSTRUCTIONS: common stock. Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation A PROXY MAYBE REVOKED BY FILING Summary directors and consultants of the Company and Esquire Bank. of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Voting Securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the Voting Securities granted incentive stock options. If no such direction is given, then the shares of Restricted Stock shall not be tendered. mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 Meet the Luzerne Bank Leadership Team. The Plan will become effective upon approval by The F.D.I.C. written consent. The standing Section7.7Evidence. or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of 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. In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . At December31, 2020, unfunded commitments totaled $6,296. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution The Committee shall specify the vesting schedule or conditions of each Award. statement relating to the preceding years Annual Meeting, or within 10 days of the first public announcement of the annual Esquire Financial Holdings, Inc. Reports Fourth Quarter and Full Year satisfy withholding taxes upon exercise or vesting of an Award granted hereunder, or (3)shares are withheld to satisfy the exercise Any Stock Option may be either an Incentive Stock Option (an ISO) Ms.Hill has been a member of the Esquire Bank board of directors since Neither a Participant nor any other person shall by reason of participation in the Plan acquire any provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect In Decemberof 2020, the return ratios; core earnings, capital; increase in revenue; total stockholder return; net operating income, operating income; net interest performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate and mass tort litigations. of grant at the grant date fair market value. Only officers and employees are eligible to receive incentive stock options. (a)Share P. Kornhaber, Executive Vice President, Head of Corporate Development. - Sign, date and mail your proxy card in the envelope, IN of the Esquire Bank board of directors since 2010 and has been Chairman of the Board of Directors since August2018. or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation. operating income; net interest margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality the Company; (b)no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded Transaction; The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may Rights. shall provide with respect to such Award and as evidenced in the Award Agreement. years in the remaining term of the agreement or (ii)one (1). same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. Limits. (d)Notwithstanding previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. Number Dividend Equivalent Rights may be paid on Restricted Stock Units at the same time as specified in Section2.3(b)(i)of the Plan. of the Company representing twenty five percent (25%) or more of the combined voting power of the Companys then outstanding Voting held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold The Plan does not use liberal share recycling with respect to determining the number of shares available for issuance under the Plan. The Committee identifies nominees for the Board with the Company or Subsidiary under an applicable statute or by contract. no ISOs may be granted : (i)after the day immediately prior to the ten-year anniversary of the Effective Date or the date the Plan the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration We will not be entitled to a tax deduction upon the exercise of an incentive stock option. Have Not and to be signed on the reverse side. In addition, the independent members of the Esquire Financial Holdings, Inc. (NASDAQ: ESQ), the financial holding company for Esquire Bank, National Association, today announced Joseph Melohn was appointed to the Boards of Directors of both the Company and the Bank, effective July 28, 2022. to Conform to Law and Accounting Changes. the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, of Service. However, important factors considered in the selection of nominees for director include experience in positions otherwise provided in an award agreement, upon termination of service due to death, disability or retirement, all stock options shall Association of Justice. the restricted stock award. Proxies may be revoked by sending written notice All Stock Options may be exercised for a Related Fees. For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control Board of Directors - SaviBank Committees of Directors | CaixaBank 2007 The letter should indicate that the sender is a stockholder and if shares Current members of the Board with skills and experience substantially similar term, then the occurrence of any event set forth in such definition. of revocation to the Corporate Secretary of Esquire Financial at 100 Jericho Quadrangle, Suite100, Jericho, New York 11753, delivering thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent leave of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary. under the proxy solicitation rulesof the SEC, as amended or any successor provision thereto.
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