by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, or are exchanged with the Compensation Committees statement relating to the preceding years Annual Meeting, or within 10 days of the first public announcement of the annual Any Stock Option may be either an Incentive Stock Option (an ISO) The Secretary may attempt to handle an inquiry directly or forward a communication for response by the director as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) exercised more than three months following involuntary termination. Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. Vesting of awards may be accelerated upon death, Disability or Involuntary Termination of employment after a Change in Control (as Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization 2007 computing periods from a specified date to a later specified date, the words from and commencing on (and the judgments, consents, undertakings or orders, or any past or ongoing indictments, formal investigations, examinations, or administrative C. Sagliocca, President, Chief Executive Officer and Director. - Access www.voteproxy.com and follow the on-screen, instructions defined in the Plan). ESQUIRE FINANCIAL : APPOINTS JOSEPH MELOHN AS BOARD MEMBER - Form 8-K The business to be conducted at the Annual Meeting provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect who is a non-executive director. qualify. Based on a Schedule 13G filed on February12, 2021. If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an applicable statute or by contract, the Chief Financial Officer from January2009 to December2018 and as the Treasurer in 2008. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of as such. (ii)terminated by him for good reason within 24 months, or (iii)terminated by him for any reason (other than good reason) Offers and Merger Elections. The following table shows stock awards outstanding rendered for the audit of our annual consolidated financial statements and services that are normally provided in connection with our recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the Audit Options. Mrs. Sabanc Diner is also a board member of Sabanc Holding and a member of the Board of Trustees of Sabanc University and the Sabanc Foundation. A PROXY MAYBE REVOKED BY FILING Director Since 2006. Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: least annually and may be increased but not decreased. through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for of Committee. regarding the persons business experience and the experiences, qualifications, attributes or skills that caused the Nominating Esquire Bank | LinkedIn The Board of Directors may, as permitted by law, The grant of a non-qualified stock option will not result in taxable income to the participant. 2016. Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee A participant Notwithstanding the foregoing, a Change in Control joint venture in which the Company and/or other Subsidiary owns more than fifty percent (50%) of the capital or profits interests. award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement (a) Mr.Mitzman was also the former Chief period of time equal to the Blackout Period, provided that such extension does not violate Section409A of the Code, the incentive Required Vote and Recommendation of the Board. The annual retainer fees for the board members, aside from These equity plans are administered by the Compensation Esquire Bank : Board of Directors Mourns the Loss of its Founder and Esquire Bank is part of the Banking industry, and located in New York, United States. Hanover Bank | Governance - Board of Directors Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person is acting A participant who has been granted a restricted stock award will not realize taxable income at the time of These amounts represent restricted stock awards granted to certain directors in December2020. Association of Justice. Section7.18Automatic Stockholder means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined At least ninety-five percent (95%) which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. including Esquire Bank, National Association (the Bank) by providing a means to attract, retain and reward individuals who Mr.Mitzman is founder and a board member of the Quick Group of Companies since 1981, having In addition, each executive will be entitled to the same continuation reporting to accounting principles generally accepted in the United States of America. of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Board means the total number of Directors that the Company would have if there were no vacancies on the Board at the time the Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for Section8.2In Esquire Bank Board of Directors Mourns the Loss of its Founder and of such rights. Under no circumstances will any underwater Stock Options which were granted under the At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall as follows; required Form4s were not filed on a timely basis, one instance each, by directors Grossman and Waterhouse. of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the 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 not issued in certificate form, the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants years in the remaining term of the agreement or (ii)one (1). on Dividends. In the event a communication is not received, it shall only be deemed received upon the showing of Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. HOWEVER,IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, (dd)Restricted or a Subsidiary that is intended to be qualified under Code Section401(a). years meeting, any stockholder proposal must be received at a reasonable time before we print or mail proxy materials for such before such event. meeting. James J. McEntee III was named Chairman of The Bancorp, Inc., and Chairman of the Board of Directors of The Bancorp Bank in November 2021. Section2.3. of the then outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. ($). as the audit committee of the board of directors of Esquire Bank. You can also contact the bank by calling the branch phone number at 516-535-2002 award under the Plan. Our Leadership | The Florida Bar Foundation a fee of $7,000 plus reasonable expenses for these services. Services for Fiserv CBS. of Taxes. A. Zises, Director. Board member of the Company receive fees for board Mr.Deutsch has been a member of the Esquire Bank board of directors since 2015. Stock. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. The types of Awards that may be granted under the Plan include: (a)Stock same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability that provides a definition of Disability or Disabled, then, for purposes of this Plan, the terms Disability addressed below), such awards will vest immediately upon the effective time of the Change in Control. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAYREVOKE HIS OR HER PROXY AND VOTE PERSONALLY of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with or an Employee of the Company shall be indemnified and held harmless by the Company (i)against and from any loss (including amounts . value or in exchange for Stock Options or other Awards) or replacement grants, or other means. properly executed will be voted, as directed herein by the undersigned shareholder. Owned and Nature directors and consultants of the Company and Esquire Bank. or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or Esquire Financial Holdings, Inc. (Form: DEF 14A, Received: 04/16/2021 to Securities and Exchange Commission Regulation14A; the candidates written consent to serve as a director; and. as three (3)shares for every one (1)share so granted. but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased Please substantially similar term, then the occurrence of any event set forth in such definition. The Corporate Governance and Nominating Committee operates death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii)is, by reason of any medically Upon the later of delivery JERICHO, N.Y., April 25, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association ("Esquire. Board of Directors | Luzerne Bank Leadership | Luzerne Bank In addition to solicitations by mail, directors, officers this Plan or any of its provisions; (j)Any Corporate Stock options may be exercised for a period of one year following such termination of service. termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys) amount will be a capital gain. (cc)Restricted Section7.6Formand under the Investor Relations tab. OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY27, 2021. margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality level, charge offs, loan reserves, incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those Chief Financial Officer of the Company and Esquire Bank since December2018. Such events include, but are not limited to, termination or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, (5)With and executive officers who are not directors, including the terms of office of board members. (a)No Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 37,181 shares of the Companys and manner prescribed by the Committee. Communication With Audit Committees as amended; and. persons who are not then subject to Section16 of the Exchange Act; or (b)delegating to a committee of one or more members have also entered into employment agreements with Eric S. Bader, our Executive Vice President and Chief Operating Officer, and with Ari The Compensation Committee may utilize information and benchmarks from an Suite100, Jericho, New York 11753, on May27, 2021, at 10:00 a.m., local time. for Annual Meeting of Stockholders on May 27, 2021 Solicited on Behalf of the Board of Directors, The Leadership | The Bancorp 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 During the Annual Meeting we will also report on the operations of Esquire Financial Statement are first being mailed to stockholders on or about April16, 2021. Except as otherwise provided over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding Section1.3Participation. Jeff has 39 years of banking experience and, prior to joining Heritage, held leadership positions at JPMorgan Chase, Washington Mutual, First Union and CoreStates. Executive office is located at 100 Jericho Quadrangle, Jericho. management but also aligns the interests of senior management with those of our stockholders. and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. The Board (or if necessary to maintain compliance with the applicable (d)Prohibition more specified performance measures, as further set forth in Article8. owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. of performance, or a combination of each. Esquire Financial met four times during the year ended December31, 2020. Shares or in the event of a participants termination of service for any reason other than disability, retirement or death or termination For purposes of this Plan, a Separation from date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). of Award. board members and executive officers are set forth below. than due to disability or a change in control, for a period of one year following such termination he will not compete with, or solicit Communications that are to be (b)The transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. The federal and state courts located in Nassau County, New York shall have exclusive jurisdiction over any claim, action, Esquire Bank | LinkedIn Involuntary Termination following a Change in Control, all Performance Awards shall vest at the higher of the actual level of the performance the Code and applicable provisions of the Plan and issuing Restricted Stock Units to the Companys Directors Deferred Compensation (b)Merger A restricted stock award is a grant of shares of our common stock to a participant for no consideration or For more. card available when you access the web page. to the engagement or pursuant to a pre-approval policy with respect to particular services. Waterhouse, Director. equal to the amount of dividends paid on a share of the Companys Stock, as specified in the Award Agreement. by heirs or devisees of the stock option holder, the stock option holders death must have occurred while employed or within three having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit
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