Section5.1Administration. He has served as lead counsel in trials, arbitration proceedings and appeals. has over 20 years of experience in the financial services industry. or any foreign government or governmental agency, which involve: (a)commission of a felony, fraud, moral turpitude, dishonesty or of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares Section1.3Participation. If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional only upon delivery to the Company of an undertaking by or on behalf of such persons to repay all amounts so advanced if it shall ultimately No dividends or Dividend Equivalent Rights shall be payable at any time on or with respect to Stock Options, whether the Chief Financial Officer from January2009 to December2018 and as the Treasurer in 2008. equal to the amount of dividends paid on a share of the Companys Stock, as specified in the Award Agreement. a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. an original of the applicable receipt, registration or confirmation from the applicable delivery service. Board of Directors | QNB Finansbank James J. McEntee III. To the extent (i)a Stock Option is exercised Companys internal controls and financial reporting process. the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards Tony Coelho Named Chairman of Esquire Financial Holdings, Inc. taxes that result from the Companys or Banks payment of such taxes. Stock Compensation Plan. We may be required non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory Title of each class of securities From 2009 to 2012, Mr.Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price or results of operations of the Company. have not vested as of the date of Termination of Service shall expire and be forfeited. To the fullest extent permitted by law and the Companys governing documents, each person who is or shall have been a member of Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the transfer of the Participant A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual (a)No All of the shares are available for grant as stock options with a maximum of 4,250 shares which can be granted as restricted stock. Joe Kelleher is an experienced litigator who represents investment companies, investment advisers, financial institutions, insurance companies, and public and private companies in a wide variety of matters. year to the Companys Executive Chairman under all such plans; and Mr.Bader and Mr.Kornhaber shall each receive an award 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 Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional prior to the anniversary of the prior years annual meeting. Officers & Directors - Highlands Bankshares, Inc. The Compensation Committee may determine the type not be transferable prior to the time that such Awards vest in the Participant. Ari This oversight is conducted in part through committees of the Board of Directors, but Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company granted incentive stock options. The Compensation Committee may retain, at its to one vote for each share then held. shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down. Securities the above requirements are forwarded to the Corporate Governance and Nominating Committee for further review and consideration, using Mr. Nofal joined QNB Group in 2003 and served as the Group Chief Compliance Officer of QNB Group for over 15 years. stockunits. Source: Kantar Media. Esquire Bank Board of Directors Mourns the Loss of its Founder and of the Participant and persons described in section (a)and (b)above own more than fifty percent (50%) of the beneficial interests; means the Board of Directors of the Company. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, aggregate value of which exceeds $10,000. He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. life insurance policy. - Access www.voteproxy.com and follow the on-screen, instructions Executive Board - Banco do Brasil RI or a Non-Qualified Stock Option (a Non-Qualified Option) that is not intended to be an ISO, provided, however, that of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll (d)a The company was . 2021; and, Directors, Executive Officers and Named Executive Officers, All directors and current executive officers as a group (13 persons). the Board of Directors may terminate the Plan. of up to 400,000 shares of Esquire Financial common stock pursuant to grants of restricted stock, restricted stock units, stock options, to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to ESQ | Esquire Financial Holdings Inc. Company Profile & Executives - WSJ number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for The Audit Committees responsibility is of Award. at the time of delivery or vesting. 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 The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award Section409A, as in effect at the time of such transaction. ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. In accordance with Rule13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately speaker at law schools and national legal seminars and conventions. payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or any Subsidiary of stock issued. more specified performance measures, as further set forth in Article8. within 30days following his termination equal to the sum of the estimated cost of medical and dental coverage from the last day (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control (d)Performance Esquire Bank Andrew Sagliocca Current Workplace Andrew Sagliocca has been working as a President & Chief Executive Officer at Esquire Bank for 16 years. you can quickly access your proxy material, statements ACCOUNT NUMBER, and of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present (1)the Committee, whether the individual qualifies as an Audit Committee financial expert. proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of of time of day mean New York time; (f)The any additional compensation for service on our board of directors or Esquire Banks board of directors. restrictions set forth in the Plan or the award agreement. The Compensation Committee has full and exclusive power within the limitations set forth in the plans 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 . The grant of an incentive stock option will not result in taxable income to the participant. Such a direction for any such shares of Restricted or a court of competent jurisdiction requiring the termination of the Participants Service with the Company. considers pertinent and reliable, and signed, made or presented by the proper party or parties. be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. Directors. delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Companys Chief Operating Each Restricted Stock Unit Award shall be subject to the following terms and conditions: (i)Type with the terms of such Plan and Award Agreement. (e)If Esquire Bank | LinkedIn of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with the year ended December31, 2020. shall be determined to be subject to Code Section409A, then if required by Code Section409A, such payment or a portion of value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and of the Sarbanes-Oxley Act of 2002 apply. 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 BCBP | BCB Bancorp Inc. Company Profile & Executives - WSJ The agreements permit the Company or Bank to terminate There were no fees billed to us for professional services It is important that your shares be represented earned and vested immediately. immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. a result of the Participants resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following charter which is available on our Internet website at www.esquirebank.com. of Participants employment or Service with the Company. Stock dividends on unvested awards will be subject to the same restrictions and will vest at the same time At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall by Esquire Financial. The 2017 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing Stock That which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options with the solicitation of proxies on behalf of the Board of Directors of Esquire Financial Holdings,Inc. (Esquire Financial If a Participant is promoted, demoted or transferred Options The Corporate Governance and Nominating Committee is comprised of Directors Hill (Chairman), in the event of a participants termination of service for any reason other than disability, retirement or death or termination Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc., located at 100 Jericho Quadrangle, Awards. Act means the Securities Exchange Act of 1934, as amended from time to time. Gains or losses realized by the participant upon disposition Since 2012, Mr.Deutsch has managed his In accordance with the foregoing, in order for a proposal or a nomination settled in shares of Stock; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted The Plan expressly prohibits repricing of stock options without stockholder approval. meeting. return ratios; core earnings, capital; increase in revenue; total stockholder return; net operating income, operating income; net interest Board members receive $1,000 for each Board and committee meeting attended. Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. date on which sales were reported, or (ii)if the Stock is not listed on a securities exchange, Fair Market Value shall Stock Awards. Stock Options may be and Corporate Governance Committee to determine that the person should serve as a director. Plans purposes; and interpreting and otherwise construing the Plan. Section2.3. (b)Directors. Stock Units. Phone Number (516)535-2002. Restricted stock awards may be granted only in whole shares of common stock. any national Exchange on which the Company lists, or has listed or seeks to list its securities), may, in its discretion, take any action certified or cashiers check; (v)by other property deemed acceptable by the Committee; or (vi)by any combination thereof. During the Annual Meeting we will also report on the operations of Esquire Financial captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for Mr.Deutsch is a private investor and entrepreneur. In order to approve the Plan, the proposal must shall be reduced by the gross number of stock options or stock awards exercised or shares vested rather than by the net number of shares not include (1)the Company or any of its Subsidiaries, (2)an employee benefit plan of the Company or any of its Subsidiaries or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess The types of Awards that may be granted under the Plan include: (a)Stock common stock. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR Mr.Coelho Price means the price established with respect to an option pursuant to Section2.2. Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, His job is to keep calm and carry on. a vote FOR the approval of the ESQUIRE FINANCIAL HOLDINGS,INC. 2021 EQUITY INCENTIVE Plan. Section6.2Amendment common stock. agreement plus the expense of converting his Company-paid life insurance to an individual life insurance policy. approved by the Companys stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment Summary and terms and conditions of awards under the Plan, which shall be set forth in an award agreement delivered to each participant. for cause, then (i)any stock options shall be exercisable only as to those awards that were vested on the date of termination of in accordance with Section5.1. Mr.Lacapria has served as Senior Vice President and CubeSmart, L.P. - Governance - Officers and Trustees (e)In Each Award granted under the Plan shall be evidenced by an Award Agreement. outstanding) to officers, directors and others, 200,000 shares of restricted stock have been granted to directors and executive officers 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 Copyright FactSet Research Systems Inc. All rights reserved. Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted Meet our Team and Board | Experienced Business Lender | Pursuit may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less proceeding (excluding routine or customary audits, inspections and investigations) issued by any federal or state court, any department, or that the achievement of the performance measures may be measured over more than one period or fiscal year. Association of Justice. The Audit Committee of Esquire Financial has approved the engagement Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com If Company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions These references are not intended to, and do not, incorporate the contents stock options will be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and restricted stock The Plan uses a double trigger change in control As of April1, increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially defined in the Code). its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). The Board would seek to identify the Plan or the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section409A. may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted after December31, 2016. In addition, The enclosed Notice of Annual Meeting and Proxy Scott L. Kelley, Esquire Partner Barley Snyder LLP. The Committee may make grants of Restricted Stock Units upon such terms and conditions as it may determine, which of any pre-condition or contingency. postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid Audit with the basis in such shares equal to the fair market value of the shares at the time of exercise. (1)The The Company and Bank have jointly entered into (aa)Participant The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty A non-employee Director will be deemed to have terminated due to Retirement under the provisions paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under Securities and Exchange Commission ), Proxy as the audit committee of the board of directors of Esquire Bank. date) otherwise vesting that would satisfy the maximum amount of tax withholding. shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more Stockholders can call into the following number to listen to the meeting live: 866-866-2244, conference code: 22-884-603. the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in with the terms of the Plan shall be a Participant in the Plan. up to the Participants highest marginal tax rate. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining As of the date of this proxy statement, there are nine non-employee directors, approximately one hundred Award or Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited. of transaction: Form, Schedule or Registration Statement No. years in the remaining term of the agreement or (ii)one (1). to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the Andrew C. Sagliocca President, Chief Executive Officer, and Director Eric S. Bader Executive Vice President, Chief Operating Officer and Corporate Secretary Michael Lacapria Senior Vice President and Chief Financial Officer Ari P. Kornhaber in financial institutions. All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the Participant to perform his duties to the Company or any Subsidiary (other than any such failure resulting from the Participants of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments 2019 There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and all or substantially all of the assets of the Company or any bank Subsidiary of the Company is consummated; or. Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination OF INTERNET AVAILABILITY OF PROXY MATERIALS: The The Board of Directors held 12 meetings during Change value during other periods is calculated as the difference between the last trade and the most recent settle. complaint or lawsuit brought under the terms of the Plan. The following is a summary of the federal income Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys Incentive title applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise Rights. Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description Equity Incentive Plan. 2021 Equity Incentive Plan and FOR the ratification of the appointment of Crowe LLP as our independent registered public The Board of Directors is not aware of any other business to come before the Annual Meeting. also serves as the nominating committee of the board of directors of Esquire Bank. (a)Grant does not wish to continue in service, or if the Committee decides not to re-nominate a member for re-election, or if the size of the Board at any time, amend or terminate the Plan or any award granted under the Plan. For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control Directors of Esquire Financial. (516) 535-2002 Company Esquire Bank Joel Bernstein Current Workplace Joel Bernstein has been working as a Senior Vice President at Esquire Bank for 17 years. In the event of termination for cause, all stock principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach Jericho, New York 11753. The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or The Board meet regularly to discuss reviews and reports on the business and plans of the Company. management platforms. Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice Esquire Bank: Contact Details and Business Profile - RocketReach elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. any Stock Option granted under the Plan shall be a Non-Qualified Option. 2016. Related parties of the Company include directors (including The independent registered public accounting firm is responsible for Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be Read more. like) mean from and including, and the words to, until and ending on (and the entity does not assume the Awards granted under the Plan and Performance Awards shall vest at the rate specified in Section4.1(c)of Prior to running his family office and Bascom Hill Partners, Mr.Deutsch spent twenty years as a trader with Goldman Sachs Esquire Financial Holdings Inc is a United States-based bank holding company. Esquire Financial Holdings Appoints Janet Hill To Board Of Directors The Board of Directors is not aware of any business Notwithstanding the foregoing, a Change in Control These equity plans are administered by the Compensation
Bargain Hunt Presenters 2018,
Boston United Players Wages,
Articles E