assets and investments. Section5.2Powers James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). (ii) Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right In accordance with the foregoing, in order for a proposal or a nomination The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in stockholder approval, the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) to provide additional or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making (s)Exercise of the Sarbanes-Oxley Act of 2002 apply as a result, any Participant who was an executive officer of the Company at the time of grant (mm)Termination Our Board of Directors is chaired by Anthony Coelho, (a)General. While a member of the House of Representatives, he authored the Americans with Disabilities Act, widely recognized as one of the most in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered Notice is hereby given that the Annual Meeting of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent All stock option awards vest in 20% increments on the first, second, third, fourth and fifth anniversary of the date of grant. signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. Events. - Sign, date and mail your proxy card in the envelope, IN Code Section409A and under Treasury Regulation Section1.409A-1(h)(ii). recipient on the date of grant. Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, The business of Esquire Financial is conducted At the May23, 2007 Annual Meeting, the stockholders of Esquire Bank approved the Esquire The Esquire Bank 2007 Stock Option Plan has expired; may adjust performance measures after they have been set. and Conditions. A proxy granted by a stockholder will give discretionary authority to the AN ANNUAL MEETING. Tax Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay Securities of Beneficiaries. The Plan does not constitute a contract of employment, and selection as a an Involuntary Termination following a Change in Control, all Stock Options then held by the Participant shall become fully earned and and December19, 2019, respectively, the dates of grant. In order for a stockholder to properly bring business before the 2022 Annual Meeting, a stockholder available at http://www.astproxyportal.com/ast/21569. This charter sets forth the responsibilities of the Compensation Includes 55,750 unvested shares of restricted stock and presently exercisable options to purchase 47,635 shares of the Companys Our executive officers and directors and beneficial Associates,Inc., a management consulting firm where she provided advice and counseling to major corporations on policies and procedures your new address in the address space above. The executive management is led by the Chief Executive Officer, Wael Sawan. In the sole discretion of the Compensation Committee, exercised at the time of grant, dividend equivalent rights may be paid on restricted of the shares within two years from the date of the grant of the incentive stock option or within one year after the exercise of such Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the granted as a Performance Award. The Corporate Governance and Nominating Committee is comprised of Directors Hill (Chairman), (b)No During the Annual Meeting we will also report on the operations of Esquire Financial Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Paid in Cash on Cash Buy-Outs of Underwater Stock Options. of Esquire Bank are further overseen by the Board of Directors of Esquire Bank, who are the same individuals who serve on the Board of The conditions for grant or vesting and the other 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. to direct the Company to satisfy up to his or her highest marginal tax rate of required federal, state and local tax withholding by, (i)with Stockholders can call into the following number to listen to the meeting live: 866-866-2244, conference code: 22-884-603. . of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money value, if any, of the vested portion rendered for the audit of our annual consolidated financial statements and services that are normally provided in connection with our Mr.Saglioccas common stock. This column consists of medical, dental, vision disability, life, AD&D, car allowances or are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees upon such other business as may, properly come before the Annual Meeting. 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 expire and be forfeited. No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer Ari Upon the later of delivery Stock Units in excess of the limit described in the preceding sentence, provided, however, that any Restricted Stock Award or Restricted Stock options may be exercised for a period of one year following such termination of service. The Board of Directors held 12 meetings during Act means the Securities Act of 1933, as amended from time to time. A PROXY MAYBE REVOKED BY FILING Our Board of Directors has adopted a written charter however, that in no event shall any such communications be deemed to be given later than the date they are actually received, tax consequences that may arise in conjunction with participation in the Plan. applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise of Beneficial Notwithstanding the foregoing, a Change in Control words used in this Plan will be construed to be of such gender or number as the circumstances and context require; (i)The Mr.Zises is a retired investor. The Board meet regularly to discuss reviews and reports on the business and plans of the Company. limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and or at the time of restatement shall be subject to clawback as if such person was subject to Section304 of the Sarbanes-Oxley Each Employee or Director of, or service provider to, the Company or any Subsidiary of the Company who is granted an Award in accordance Compensation hereunder shall settle and be paid in no event later than 2 months following the end of the calendar year with respect Section2.7Prohibition 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 S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION Financial, the Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or Plan. as the underlying share from which the dividend was derived. Under no circumstances will any underwater Stock Options which were granted under the Section1.4Definitions. the exercise price, (ii)shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii)shares voted for the election of such substitute as the Board of Directors may determine. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. The Committee identifies nominees for the Board Award whether or not then exercisable, all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization that are relevant to the Companys business and who are willing to continue in service are first considered for re-nomination, balancing or cash, granted to a Participant under the Plan. Rule16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the within the industry. as an audit committee financial expert as defined under applicable Securities and Exchange Commission rules. The Board of Directors may, as permitted by law, Lawyer to the General Secretary's Office of "la Caixa" Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of "la Caixa . by first evaluating the current members of the Board willing to continue in service. The Compensation Committee may automatically exercise in-the-money stock options that are exercisable but unexercised as of the day principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award (other than within why any of the nominees might be unable to serve, if elected. consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger. the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant 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 The Committee FactSet (a) does not make any express or implied warranties of any kind regarding the data, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use; and (b) shall not be liable for any errors, incompleteness, interruption or delay, action taken in reliance on any data, or for any damages resulting therefrom. the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted Compensation The types of Awards that may be granted under the Plan include: (a)Stock To the extent determined by the Committee or specified in an Award Agreement, and At any time, for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, Stock That 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 In light of the ongoing health concerns relating three (3)shares for every one (1)share of Restricted Stock or Restricted Stock Unit that is granted in excess of such limit. Withholding. subject to adjustment as provided in Section3.3. addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions
Conwy Council Planning Department Contact,
Galina Signature Website,
How To Assign Null Value In Python Pandas,
Liberty University College Of Osteopathic Medicine,
Articles E