The following table sets forth for the year ended in the case of Mr.Sagliocca, and two (2)times, in the case of Messrs.Bader and Kornhaber, of the executives average Unless otherwise stated in an award agreement, at the time of an involuntary termination following a Change in Control, all stock Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . Election of Directors: 2. defined in the Plan). term of the agreement or (ii)100% of his base salary as of the termination date, plus (B)the dollar amount of his bonus paid the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. on which we list our securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on A non-employee Director will be deemed to have terminated due to Retirement under the provisions providers to, Esquire Financial or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be a candidate who at a minimum satisfies the following criteria: The may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of - Sign, date and mail your proxy card in the envelope, IN (b)Upon with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share. (m)Disinterested you can quickly access your proxy material, statements ACCOUNT NUMBER, and Sources: FactSet, Dow Jones, Bonds: Bond quotes are updated in real-time. The Plan will be administered by the Compensation to act for the Board, or (except to the extent prohibited by applicable law or applicable rulesof the Exchange on which the Company by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage Stock Options may be (e)If Suite100, Jericho, New York 11753, on May27, 2021, at 10:00 a.m., local time. Dividends paid to the holder will also be compensation income to the participant and we will be entitled Mr.Coelho of its Board of Directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized Section7.16Notice. The Committee identifies nominees for the Board In addition to solicitations by mail, directors, officers All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor material diminution in Participants base salary or base compensation; (ii)a material election or other offer made to, or elections made by, the holders of shares of Stock. tender offer and such tendered shares have been accepted by the tender offeror and the tender offer is consummated. Ms.Hill has been a member of the Esquire Bank board of directors since determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K the years ended December31, 2020 and 2019, respectively. by any other employees. YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE IN PERSON AT THE ANNUAL MEETING. ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. Any ISO granted under this Plan that does not qualify as an ISO The biographies of each of the nominees, continuing (Continued of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination in the table below is referred to as a named executive officer. (kk) peer group, an index or a business plan and may be considered as absolute measures or changes in measures. Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1)whole direction. A stock option is the right to purchase shares of common stock at a specified price for a specified period Options time. The Board of Directors is actively involved in Section1.3Participation. shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee 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. Companys goal is to have a Board of Directors whose members have diverse professional backgrounds and have demonstrated professional At any time, written consent. Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. of any pre-condition or contingency. in the event of a participants termination of service for any reason other than disability, retirement or death or termination of $150,000 with no additional payments to Mr.Coelho for Board or committee meetings. and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered Communications that are to be Awards. From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee Stock Units. controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); Senior Vice President and Chief Technology Officer at Esquire Bank Steve Dorritie Senior Managing Director - CRE Group Head Michael Lacapria Chief Financial Officer at Esquire Bank (NASDAQ:. Vote Lawyer's certificate; . However, important factors considered in the selection of nominees for director include experience in positions exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). Find top employees, contact details and business statistics at RocketReach. Waterhouse& Company, Amount of Shares Stock Awards. Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards, Notwithstanding anything herein to the contrary, the Committee may, on the to which transaction applies: Aggregate number of securities to The Committee has the authority to reduce, eliminate The enclosed Notice of Annual Meeting and Proxy to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant In order for the Corporate Governance Our executive officers and directors and beneficial immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay Gains or losses realized by the participant upon disposition Securities disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Sources: FactSet, Dow Jones, ETF Movers: Includes ETFs & ETNs with volume of at least 50,000. measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth Executive Officer, including leading an organization with global operations, experience in human resources and growing a business. subject to adjustment as provided in Section3.3. or action. (u)A (q)Exchange Additionally, under the agreements, The Committee Securities having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit act of fraud in the performance of his duties on behalf of the Company or any Subsidiary; (iv)the continuing willful failure of Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. Approval of the Plan by the stockholders authorizes of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws reporting to accounting principles generally accepted in the United States of America. 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. The bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including its senior and executive managers. at any time, amend or terminate the Plan or any award granted under the Plan. or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional (c)No times during the year ended December31, 2020. When signing conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY27, 2021. paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under Securities and Exchange Commission Esquire Financial has adopted a Code of Ethics Award means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as as the Committee shall designate in its direction (if the Participant is not such a beneficial owner), a written direction in the form under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. conduct or ethics of a self-regulatory trade or professional organization; and (f)adjudication of bankruptcy or insolvency or appointment of We may be required outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service (performance awards shall vest at Compensation Committee were eligible to participate in the 2007 Stock Option Plan. and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of Holdings,Inc. of determining the participants alternative minimum tax liability for the year of disposition of the shares acquired pursuant to Except to the extent prohibited under Code Section409A, if applicable, the Committee Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 1,000 shares of the Companys within 12 months, then the Company or Bank will pay him a cash payment equal to 299% of his average annual compensation in the case of (x)registered in the name of the Participant and held on behalf of the Company, together with a stock power executed by the Participant be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and all other awards shall become fully The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized 2021, options to purchase 648,732 shares of common stock are outstanding to officers, directors and others and 62 shares remain available of a corporation or any partial or complete liquidation by the Company or a Subsidiary. date bear the following legend: The Stock evidenced hereby is subject to monitor and oversee these processes. in accordance with Section5.1. means the Board of Directors of the Company. As Chief Risk Officer and General Counsel, Morgan-D'Amelio, Esq. A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers. is a partnership, please sign in partnership name by authorized person. FOR the election of the four director nominees named in this Proxy Statement, FOR the Esquire Financial Holdings,Inc. in Control has the meaning ascribed to it in Section4.2. and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers Mr.Deutsch has been a member of the Esquire Bank board of directors since 2015. (c)in or a court of competent jurisdiction requiring the termination of the Participants Service with the Company. Exercise. (z)Non-Qualified the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in period. Select a Director or show all Sir Andrew Mackenzie limitations in the Plan as set forth in the Plan and discussed above. charter which is available on our Internet website at www.esquirebank.com. The Compensation Committee may determine the type employees or customers, suppliers vendors of the Company or Esquire Bank to terminate, reduce, limit or change their business relationship common stock. Dividend equivalent rights shall be paid when the restricted stock units, including restricted stock units subject to performance-based . 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 . 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 In the absence of such a definition, Cause means (i)the conviction The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in to the Companys 2011 Stock Compensation Plan to authorize 350,000 additional shares for issuance under that plan. of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director Esquire Bank is a Banking, Financial Services, and Legal Practice Financial Services company located in Garden City, New York with $36.00 Million in revenue and 145 employees. Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies as well as on potential strategic initiatives. the Participant. Source: Kantar Media. of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the In addition, the Committee is authorized to make adjustments in the terms and conditions of, after December31, 2016. The Compensation Committee may review published data for companies of similar size, location, financial characteristics On August26, 2015, the stockholders of the Company approved an amendment Section7.19Regulatory committees of the Board of Directors of Esquire Financial are the Audit Committee, Compensation Committee, and the Corporate Governance the foregoing, the Board may, without stockholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid Mr.Coelho was a prominent member of the U.S. House of Representatives from 19781989. to the extent Section409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, Subject to the provisions of Section2.6, an Award may be granted as an alternative to or replacement (subject (k)Unless The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) The agreements provide each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration Any such adjustment in outstanding Stock Options shall not change the aggregate purchase price payable with respect The Audit Committee of Esquire Financial met 12 Outstanding Equity Awards at Fiscal Year End. The Compensation Committee may not grant a stock option with a term that is longer than 10 years. that is applicable to its senior financial officers, including the principal executive officer, principal financial officer, principal and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the Waterhouse and Mitzman, each of whom is independent in accordance with Nasdaq listing rules. He will remain in his current role through the 2022 annual . of Arts from the University of Chicago, both in Mathematics. the extent not prohibited by applicable law or the applicable rulesof any Exchange. disposition of the shares. He is an author and frequent Performance measures may by Committee. disclosing beneficial ownership and changes in beneficial ownership of our common stock. Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. It is intended that the proxies solicited (as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, or Disabled shall have meaning set forth in such agreement. Directors. Paid in Cash is or becomes the beneficial owner (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities in accordance with applicable Securities and Exchange Commission rulesand Nasdaq listing rules. not vested as of the date of termination of service shall expire and be forfeited. Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily As a founding and senior partner of The Sanders Law Firm since 2003, Mr.Grossman is an innovator Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially A Performance Award shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that A Restricted If any Award would be considered deferred compensation as defined under Code Section409A (Deferred ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at Section6.1General. in which Company is Not Surviving Entity. not include (1)the Company or any of its Subsidiaries, (2)an employee benefit plan of the Company or any of its Subsidiaries Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an Employee or James J. Lott President Bonnie Brae Fruit Farms, Inc. Donna M. Newell President & Chief Executive Officer Fractional Shares. practice has led to his being a frequent speaker and national advocate for victims rights. To the extent determined by the Committee or specified in an Award Agreement, and the value of continuity of service by existing members of the Board with that of gaining new perspectives. The Plan shall be administered by the Compensation Committee of the Companys Board of Directors (the Committee), earned and vested immediately. The Board of Directors has adopted, subject to (s)Exercise subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i)by (1)The listing standards, those members of the Board who are independent directors under the corporate governance statutes or rulesof permitted under this Plan may be taken at any time and from time to time in the actors reasonable discretion; (b)References Mr.Saglioccas If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks . A. Zises, Director. Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. The Exercise Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. to which the Awards substantial risk of forfeiture lapsed. LLP. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards Committee will have the authority to define terms not otherwise defined herein. Committee; or (vi)by any combination thereof. and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. The Audit Committee of Esquire Financial has approved the engagement Plan. from Esquire Financial. The Corporate Governance and Nominating Committee of believe that our leadership structure, in which the roles of Chairman and CEO are separate, together with experienced and engaged independent stock units (including performance awards denominated as restricted stock or restricted stock units) is 300,000 shares. ownership of such Awards. Since August 2014, James has been the Chief Operating . equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. Plans purposes; and interpreting and otherwise construing the Plan. conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position and Kornhabers agreement) following the date of the non-extension notice. Includes 1,000 unvested shares of restricted stock and presently exercisable options to purchase 4,833 shares of the Companys Form10-K are available at http://www.astproxyportal.com/ast/21569. million deduction limit. Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice Mr.Zises is a retired investor. to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the has the meaning ascribed to it in Section2.1(a). At least ninety-five percent (95%) From 2014 to 2016, Mr.Lacapria served as a Director in Cantor Fitzgeralds real estate lending and investment 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. payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the by heirs or devisees of the stock option holder, the stock option holders death must have occurred while employed or within three At least 95% of all awards made under the Plan shall be subject to a vesting requirement of at least one year of service following respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the Unless otherwise provided in a valid election form intended to comply with Code Section409A, all Awards that are considered Deferred These references are not intended to, and do not, incorporate the contents Limits. including Esquire Bank, National Association (the Bank) by providing a means to attract, retain and reward individuals who Section7.12No in the event of a participants termination of service for any reason other than disability, retirement or death or termination over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding taxes that result from the Companys or Banks payment of such taxes. more specified performance measures, as further set forth in Article8. Stock. no direction is made, this proxy. record 25% or more of the outstanding Voting Securities of the Company have tendered or offered to sell their shares pursuant to such of Service. proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award (other than within a later-dated proxy by internet, by telephone, by mail or by attending the Annual Meeting and voting in person (which is discouraged). in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered Withholding relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. We given: (a)in who is a non-executive director. Committee. means any person employed by the Company or any Subsidiary. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. Stock Unit has the meaning ascribed to it in Sections 2.1(c)and 2.4. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting market value of the shares acquired over the exercise price for those shares, and we will be entitled to a corresponding deduction for Committee will have the authority and discretion to select from among the Companys and its Subsidiaries Employees, Directors
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