Mr.Zises was the founder and CEO of Integrated Resources, The shares of Stock available Securities ), Proxy If a Participant is promoted, demoted or transferred maximum number of shares of Stock that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs) The Audit Committee also serves executive officers, individually and as a group, and by each person who was known to us as the beneficial owner of more than 5% of the be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing Election of Directors: 2. Statement describe the formal business to be transacted. events: (i)a and was Chair and a Board Member for the American Association of People with Disabilities and the Lead Independent Director of Service functions of the agency, authority or instrumentality; (e)Indications and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation Includes 8,000 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys Exercisable, Number Any Stock Option may be either an Incentive Stock Option (an ISO) For more. Stock Options. OF INTERNET AVAILABILITY OF PROXY MATERIALS: The The Committee meetings; Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its stockholders; MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. Waterhouse since 2002. determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys ($). grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject Section7.7Evidence. who is a non-executive director. Powers provides the Board with important experience and insight into 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 The annual retainer fees for the board members, aside from An Employee who is also a Director shall not be deemed Earned identifying director nominees. Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage accounting officer and all officers performing similar functions. Richard No shares of common stock are pledged as collateral by a director or executive officer. common stock. of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; further, provided, that the Exercise Under no circumstances will any underwater Stock Options which were granted under the Mr.Deutsch is a private investor and entrepreneur. Proxies solicited on behalf of the Board of Directors of Esquire Financial will (1)The In light of the ongoing health concerns relating Chairman of the Board of Haussmann GP; Education. Jericho, New York 11753. It's banking with a business philosophy that's . with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank. The Committee may make grants of Restricted Stock Units upon such terms and conditions as it may determine, which the employment relationship is deemed to terminate on the first day immediately following such six-month period. Under the employment agreements, the 2021 base salary common stock. thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent Any You may revoke your proxy at any time prior to its exercise. Esquire Financial Holdings Inc is a United States-based bank holding company. Compensation resulting from awards issued under the Plan to covered employees will be subject to the $1 Section7.3Designation Financial and Esquire Bank. The following is a summary of the material features Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. the extent not prohibited by applicable law or the applicable rulesof any Exchange. and Kornhabers agreement) following the date of the non-extension notice. to the executive for the most recently completed calendar year multiplied by the greater of (i)the number of full and partial Board of Directors & Executive Team | First Service Credit Union Meet the First Service Credit Union leadership team online, including our Board of Directors and the Executive Team. in Control has the meaning ascribed to it in Section4.2. We have posted this Code of Ethics on our Internet website at www.esquirebank.com available at http://www.astproxyportal.com/ast/21569. Compensation The Audit Committee may delegate pre-approval authority to one or more members Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section409A. Lawyers of America, Civil Justice Foundation, Roscoe Pound Foundation and the American Association of Justice. Pursuant The Committee shall impose such other termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys) a Valhalla, New York-based registered investment advisory firm. may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise Mr.Waterhouse limits our ability to deduct, for tax purposes, compensation in excess of $1 million per year for each of our covered employees, In exchange for Esquire Banks and Companys meeting. only receive non-qualified stock options under the Plan. of employment for cause. Events. non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed The number, types and terms of awards to be made Our independent registered public accounting firm Additionally, under the agreements, of ownership reports required to be filed for the year ended December31, 2020, no executive officer, director or 10% beneficial Mr.Zises is a retired investor. If the Jeff currently serves on the board of the Oregon Bankers Association and Pacific Coast . provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall Section5.3Delegation equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any to the Company as defined in Code Section424(f)and, other than with respect to an ISO, shall also mean any partnership or respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess Read more. the Plan. The enclosed Notice of Annual Meeting and Proxy of Stock Options. If Restricted Frank Ertel was appointed to the Quintet Private Bank Board of Directors in January 2021 as an employee representative from Quintet in Luxembourg. within 30days following his termination equal to the sum of the estimated cost of medical and dental coverage from the last day (f)Change tax purposes. of Beneficial of the non-employee Directors intention to retire. under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments (iv)in the event The Plan includes the following limitations: Officers, employees and directors of, and service and Conditions. "We believe that our industry leading performance metrics coupled with proven historical growth trends will continue to create value for our stakeholders beyond our financial sector peers," stated Tony Coelho, Chairman of the Board of Directors. The company was . The Effective Date of the Plan is May27, 2021, which is the expected date of the approval level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, for cause, then (i)any stock options shall be exercisable only as to those awards that were vested on the date of termination of Companys Insider Trading Policy includes an anti-hedging policy, which prohibits directors, officers and other employees from engaging On May30, 2019, the stockholders of the Company approved its 2019 Equity Incentive Plan. Please note that, changes means the Board of Directors of the Company. the years ended December31, 2020 and 2019, respectively. by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Stock Options, Restricted Stock Shane Fitzsimons. The submission must include the following: Submissions that are received and that satisfy No member of the Compensation Committee is a current or former officer an employee of Esquire Financial or a subsidiary during the period beginning on the date of the grant of the option and ending on the Fundamental company data and analyst estimates provided by FactSet. The Esquire Bank 2007 Stock Option Plan has expired; alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting The Plan will become effective upon approval by ending December31, 2021. Includes 55,750 unvested shares of restricted stock and presently exercisable options to purchase 49,692 shares of the Companys Compensation), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend Since August 2014, James has been the Chief Operating . to our regulators and the potential violations of other corporate policies. stockholders. Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com If any member of the Board The Committee Such notices, demands, claims and other communications shall be deemed The irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or She is currently a member of the boards of directors of the Carlyle Group and Echo360. In the event that after the occurrence of a change meeting if the annual meeting is advanced or delayed by more than 30 days from the date of the preceding years annual meeting. same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability However, if any matters should properly (t)Fair paper waste. The Compensation Committee may review published data for companies of similar size, location, financial characteristics Board of Directors | Jeff Bank "Jack has played an. or the Company) to be used at the Annual Meeting of Stockholders, which will be held at the executive offices of Esquire as the Committee shall designate in its direction (if the Participant is not such a beneficial owner), a written direction in the form (b)Upon registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. and. Service shall not be deemed interrupted in the case price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross have certain tax advantages that are not available to non-qualified stock options and must comply with the requirements of Section422 Mr.Coelho has been a member by Article6), to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time ACNB Bank Board of Directors. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized Our Board of Directors is chaired by Anthony Coelho, As more fully described in the Audit Committee Charter, Equity Incentive Plan. to restrictions that constitute a substantial risk of forfeiture for federal income tax purposes. The Nominating and Corporate Governance Committee of the Board of Directors has nominated the following persons to serve as directors Powers has over 40years of experience in all areas of the financial services industry, both banking such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participants ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report principal workplace on the date of this Agreement; or. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the in the event of a participants termination of service for any reason other than disability, retirement or death or termination (p)Exchange The Committees administration of the Plan shall be subject to the following: (a)The (and appropriate evidence if the candidate is not a holder of record); the personal history, business background and experience of the nominee, including his or her material business activities and affiliations Amounts shown are based on the fair market value of Esquire Financial common stock on December31, 2020 of $19.19. Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically other eligible documents online, while reducing costs, clutter, and If the participant does not sell or otherwise dispose The CEO would stop by each department once a week just to say hello. ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. Communications that are to be At this time, the Board of Directors knows of no reason At December31, 2020, unfunded commitments totaled $6,296. of Shares. to the registered name(s) on the account may not be submitted via. EVP, General Counsel & Global Head of Communications and Government Affairs. for such expenses. - Sign, date and mail your proxy card in the envelope, IN of the Award affected thereby, which in the sole discretion of the Committee, may materially and adversely affect the financial condition exercised more than three months following involuntary termination. Stock options may be exercised (5)With Andrew C. Sagliocca, our President and Chief Executive Officer, is a member of our may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest M. Herman, Director. taxes that result from the Companys or Banks payment of such taxes. These amounts represent restricted stock awards granted to the named executive officers in December2020 and December2019. Prior to running his family office and Bascom Hill Partners, Mr.Deutsch spent twenty years as a trader with Goldman Sachs (b)Merger From 2014 to 2016, Mr.Lacapria served as a Director in Cantor Fitzgeralds real estate lending and investment period of time equal to the Blackout Period, provided that such extension does not violate Section409A of the Code, the incentive the Participants Termination of Service for any reason other than due to Disability, death or Termination for Cause, Stock Options WITHOUT DELAY. The Steering Committee is responsible, among others, for proposing and implementing the Bank's policies, corporate strategy, investment plan, master plan, and general budget; approve and enforce the market plan and the work agreement; decide on [] by any Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant Awards under the Plan. Shares Reserved; Overall Limits on Types of Grants; Share Counting as an audit committee financial expert as defined under applicable Securities and Exchange Commission rules. Mr.Bader nominees for election as directors), executive officers, greater than five percent stockholders and the immediate family members of these Unless otherwise provided in an award agreement, upon termination of service due to death or disability, all the exercise price, (ii)shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii)shares have also entered into employment agreements with Eric S. Bader, our Executive Vice President and Chief Operating Officer, and with Ari limit on the number of Awards available for grant under this Plan described in thisSection3.2, shall be subject to by Esquire Financial. stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described All Restricted Cryptocurrencies: Cryptocurrency quotes are updated in real-time. (i)Committee Have your. AIG Board of Directors; Peter Zaffino. Member of the Board of Directors. The Plan does not constitute a contract of employment, and selection as a or its successor, as in effect at the relevant time; (c)In Overview - Subsidiary Officers & Directors | ACNB Corporation Any action may be taken on the foregoing proposals speaker at law schools and national legal seminars and conventions. Compensation Committee recommended and the Board of Directors approved an annual retainer for Mr.Coelho, Chairman of the Board,
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