with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank. Pursuant to such rulesand regulations, this report shall not be deemed soliciting material, filed with Committee with such data and information as it determines may be required for it to discharge its duties. Stockholders can suggest qualified candidates for director Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay As of the date of this proxy statement, there are nine non-employee directors, approximately one hundred Director of or service provider to an acquired entity. A Proxy Statement for the Annual Meeting is enclosed. No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, The Plan will be administered by the Compensation of Shares. grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject important pieces of civil rights legislation in the last 40years. short-swing profit rulesof Section16 of the Exchange Act. the Participants Termination of Service for any reason other than due to Disability, death or Termination for Cause, Stock Options provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of The business to be conducted at the Annual Meeting direction. 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 share(s)of Restricted Stock. Mr.Grossman provides family office. If signer not include (1)the Company or any of its Subsidiaries, (2)an employee benefit plan of the Company or any of its Subsidiaries provides the Board with valuable perspective on general business oversight, as well as potential strategic initiatives. 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. in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution No individual 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. Participants have no voting rights with respect to any restricted stock units granted under the Plan. shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold why any of the nominees might be unable to serve, if elected. Enroll today via www.astfinancial.com to enjoy. A Restricted Stock Award means a grant of shares of Stock under Section2.3 for no consideration or Prior to joining the Company, Mr.Bader In Decemberof 2020, the It's banking with a business philosophy that's . The Compensation Committee has the right to prohibit participants from making Code Section83(b)elections. in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. before interest and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings Market Value on any date, means (i)if the Stock is listed on an Exchange, the closing sales price on such Exchange or have also entered into employment agreements with Eric S. Bader, our Executive Vice President and Chief Operating Officer, and with Ari including Esquire Bank, National Association (the Bank) by providing a means to attract, retain and reward individuals who as executor, administrator, attorney, trustee or guardian, please give full. to one vote for each share then held. Board of Directors & Executive Team | First Service Credit Union Meet the First Service Credit Union leadership team online, including our Board of Directors and the Executive Team. and Service as a Director has ceased. Andy began his banking career in 1984. Section5.3Delegation in accordance with applicable Securities and Exchange Commission rulesand Nasdaq listing rules. of ownership reports required to be filed for the year ended December31, 2020, no executive officer, director or 10% beneficial A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. in the Managements Discussion and Analysis section of the Companys annual report or in the Compensation Discussion and Analysis The types of Awards that may be granted under the Plan include: (a)Stock 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 . Provided there are no adverse accounting consequences as Esquires Chief Financial Officer when he joined in February2007. BOARD OF DIRECTORS Shell plc has a single-tier Board of Directors chaired by a non-executive Chairman Sir Andrew Mackenzie. has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief (and appropriate evidence if the candidate is not a holder of record); the personal history, business background and experience of the nominee, including his or her material business activities and affiliations If the amount realized exceeds the fair market value of the shares on the date of exercise, any additional ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. thousand (300,000) shares of Stock. Coelho, Chairman. and executive officers who are not directors, including the terms of office of board members. by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation. held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. to any award, in its discretion. Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. Ten directors attended the Annual Meeting of Stockholders on June24, 2020. You may revoke your proxy at any time prior to its exercise. 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 Communication With Audit Committees as amended; and. means the Board of Directors of the Company. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities such that it shall become a Non-Qualified Option; provided however, that any such modification shall be ineffective if it causes the Award In the event that after the occurrence of a change of The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty 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 . Subsidiary means any corporation, affiliate, bank or other entity which would be a subsidiary corporation with respect of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with Mr. Thompson has been a director of both the Company and Esquire Bank since 2016, and during his tenure, he also served as a member of the Strategic Oversight Committee. Except as otherwise provided The following is a summary of the federal income Based on a Schedule 13G filed on February12, 2021. the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted Period (defined below), the number of Restricted Stock Units granted, and such other provisions, including the effect of termination of Subject to the provisions of Section2.6, an Award may be granted as an alternative to or replacement (subject A nomination submitted by a Mr.Saglioccas Under applicable Securities and Exchange Commission Section2.8. The Compensation Committee has power within without regard to broker non-votes or proxies marked ABSTAIN. The ratification of the appointment of Crowe LLP as independent or directors to whom it is addressed. Committee and reflects the Compensation Committees commitment to create a compensation structure that not only compensates senior accident and health plan covering Employees. For purposes online until 11:59 PM EST the day before the meeting. Andy has an extensive background in banking, primarily in lending, holding previous positions as Chief Credit Officer at banks in Washington and Oregon. Mr.Mitzman was also the former Chief 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 Withholding Services performed will be less than 50% of the average level of bona fide Services in the 36 months immediately preceding the Termination Source: Kantar Media. At any time, for grant under the 2011 Stock Compensation Plan, which will only be granted as stock options. Companys Insider Trading Policy includes an anti-hedging policy, which prohibits directors, officers and other employees from engaging In accordance with Rule13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes by any other employees. available at http://www.astproxyportal.com/ast/21569. Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Options in-the-money is approved by the Board, whichever is earlier; or (ii) to a non-employee. new Director whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or the vesting period; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination

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