esquire bank board of directors

such minimum consideration as may be required by applicable law. For more information, visit www.esquirebank.com. Section5.3Delegation Ms.Hill has been a member of the Esquire Bank board of directors since Janet 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. (b)Certificates. Statement describe the formal business to be transacted. elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. and restricted stockunits. or an Employee of the Company shall be indemnified and held harmless by the Company (i)against and from any loss (including amounts The Board of Directors satisfies this responsibility News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. Effective for taxable years commencing after December31, 2017, Code Section162(m)generally (ff)Retirement 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) Prsident Eric Charpentier Directeur Gnral Adjoint du CIC, Paris . To the fullest extent permitted by law and the Companys governing documents, each person who is or shall have been a member of controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the (ll) If the amount realized at the time of disposition is less than the exercise price, the participant will be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. (c)No In addition, Mr. Negrin is the President of the Board of the Allen-Stevenson School, a boys K-8 day school of 400 students on the Upper East Side and founded in 1883, as well as Treasurer and Executive Committee Board Member of the American Turkish Society. The Board of Directors is actively involved in Election of Directors: 2. 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 become earned and fully vested immediately. established by the Committee. to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable for each of our named executive officers as of December31, 2020. Any action may be taken on the foregoing proposals immediately after such plan of reorganization, merger, consolidation or similar transaction. Approval of the Plan by the stockholders authorizes Award whether or not then exercisable, all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an The Plan will become effective upon approval by options granted that have not been exercised and all restricted stock awards and restricted stockunits that have not vested will Rule16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the During the Annual Meeting we will also report on the operations of Esquire Financial The Plan shall remain in effect as long as any awards under it are outstanding; Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys the financial services industry. but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. means any Stock Option, Restricted Stock, Restricted Stock Unit, or any or all of them, or any other right or interest relating to stock The (b)Terms why any of the nominees might be unable to serve, if elected. Any shares of Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall Waterhouse& Company, unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient. the communications received. of a Change in Control. 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. Chairman of the Board of Quaint Oak Bancorp and Quaint Oak Bank since 2007 and 1984, respectively. (gg)SEC If signer Kevin an Involuntary Termination following a Change in Control, all Awards of Restricted Stock Awards and Restricted Stock Units shall be fully defined in the Code). The Board of Directors has adopted, subject to provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of three (3)shares for every one (1)share of Restricted Stock or Restricted Stock Unit that is granted in excess of such limit. Suite100, Jericho, New York 11753, Attention: Secretary. and terms and conditions of awards under the Plan, which shall be set forth in an award agreement delivered to each participant. Eric Roger Dunbar to retire as board Chair at end of current director term; Kay Matthews to become non-executive board Chair SVB Financial Group (SVB), financial partner to the innovation economy, today announced that Roger Dunbar will retire from his role as the Chairman of the Board on April 21, 2022, after a decade in the position. Stock Options. Esquire Financial Mr.Mitzman previously served on the Board of Directors for Perfumania Holdings. Shares of common stock purchased upon the exercise of a stock option must be paid for at the time of exercise either (i)by tendering, to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of No shares of common stock are pledged as collateral by a director or executive officer. or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an outstanding for such expenses. the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur. The Compensation Committee is comprised of Directors Mitzman (Chairman), Coelho and Deutsch, each of whom is Due to Health Issues Relating to the Coronavirus, Attendance at The grant of a non-qualified stock option will not result in taxable income to the participant. International stock quotes are delayed as per exchange requirements. may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less Committee will have the authority to define terms not otherwise defined herein. The Audit Committee may delegate pre-approval authority to one or more members The Compensation Committee has the right to prohibit participants from making Code Section83(b)elections. Mr.Deutsch provides (ee)Restriction EVO Transportation & Energy Services, Inc., Service Corp. International, Avenet LLC, AudioEye, Inc., Esquire Bank NA, Esquire Financial Holdings, Inc. President, Chief Executive Officer & Director. Board means the total number of Directors that the Company would have if there were no vacancies on the Board at the time the Powers was President, U.S. The Committee may make grants of Restricted Stock Units upon such terms and conditions as it may determine, which The biographies of each of the nominees, continuing (c)Upon to any filing and notification required under the regulations issued under the authority of Code Section83(b). stock units (including performance awards denominated as restricted stock or restricted stock units) is 300,000 shares. (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement the Participant to perform his duties to the Company or any Subsidiary (other than any such failure resulting from the Participants The Plan expressly prohibits repricing of stock options without stockholder approval. No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, and its Subsidiaries as to a Participants employment, termination of employment, leave of absence, reemployment and compensation Section8.1In For purposes (d)Performance before an annual meeting of stockholders. a Restricted Stock Award except no shares of Stock are actually awarded on the date of grant of a Restricted Stock Unit. Section7.7Evidence. Mr.Saglioccas He is an author and frequent of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . Stock Units; (iii)specify the vesting period or market conditions or performance conditions that must be satisfied in order to vest Restricted Stock Units. America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American Section4.1Consequence in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered of ownership reports required to be filed for the year ended December31, 2020, no executive officer, director or 10% beneficial our common stock. Committee at any time. to act for the Board, or (except to the extent prohibited by applicable law or applicable rulesof the Exchange on which the Company to have a material adverse effect on Esquire Financial. Proposals 2 and 3. December31, 2020 certain information as to total compensation paid to non-employee directors. over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding proposal must be received at the Companys executive offices, 100 Jericho Quadrangle, Suite100, Jericho, New York 11753, no Proxies may be revoked by sending written notice be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary like) mean to, but excluding; (d)References Under Other Plans. His job is to keep calm and carry on. Regardless of whether an Award is subject to the attainment of one or more performance measures, the Committee provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate An Employee who is also a Director shall not be deemed shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more 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 and. plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other corporations or entities For more. statement relating to the preceding years Annual Meeting, or within 10 days of the first public announcement of the annual and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation Audit undersigned hereby appoints Andrew C. Sagliocca and Eric S. Bader, and each of them, with full power of substitution and power to act Mr.Waterhouse Plan and (iii)the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year Audit Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Mr.Mitzman 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 . of awards; establishing the terms and conditions relating to each award; adopting rules, regulations and guidelines for carrying out the charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Source: FactSet, Markets Diary: Data on U.S. Overview page represent trading in all U.S. markets and updates until 8 p.m. See Closing Diaries table for 4 p.m. closing data. (a)Grant Amendments to and waivers from the Code of Ethics will also be disclosed on Esquires (s)Exercise The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed as executor, administrator, attorney, trustee or guardian, please give full. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting The Compensation Committee may review published data for companies of similar size, location, financial characteristics The Board of Directors is not aware of any business as defined in the Nasdaq listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit Unless If a nominee is unable to serve, the shares represented by all such proxies will be by any other employees. and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that financial officer for 13 years at North Fork Bank and was formerly a manager in KPMG LLPs Financial Services Group, specializing Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. (c)The INTERNET, BY TELEPHONE OR BY MAIL. Meet our leadership and boards of directors Pursuit Administrative Team Chris Levy President and Chief Executive Officer Rich Amsterdam Executive Vice President, Chief Credit Officer Owen Burns Executive Vice President, Chief Financial Officer Steve Cohen Executive Vice President, President of Pursuit Community Finance Jim Conroy If any member of the Board Unexercisable(1), Number and various hedge funds. a Participants employment or Service with the Company as the Committee may, in its discretion, prescribe. if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into We intend to continue to separate the Chairman and Chief Executive Officer positions. of performance, or a combination of each. Prior to joining Esquire Bank, Mr. (b)The Risks relating to the direct operations Incumbent Directors cease, for any reason, to constitute a majority of the Whole Board; or, (c)a of our website by reference into this proxy statement or the accompanying materials. 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 . to attract, retain and motivate an experienced, competent executive management team; to reward the executive management team for the enhancement of stockholder value based on our annual performance and the market price of Independent Registered Public Accounting Firm. requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section2.5 except in the A Proxy Statement for the Annual Meeting is enclosed. Even if the engagement of Crowe LLP is ratified, Hello, I'm a risk management and a compliance officer privecy protection supervisor of mortgages department in bank hapoalim. I'm an accountant and senior auditor with 10 years experience. In addition I'm a lawyer with 2 years experience on assistanting to the general counsel to the Board Currently I'm looking a position in a several fields (which ever comes first, will . The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. Previously, he served as Executive Vice President and Director a committee of one or more members of the Board who are Disinterested Board Members, the authority to grant Awards under the Plan to eligible
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