and Nominating Committee. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that a Valhalla, New York-based registered investment advisory firm. Executive Board - Banco do Brasil RI Stock That members and an additional $10,000 for all Committee chairs were also approved. or postponements. of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination to the voting of such proxy. INSTRUCTIONS: and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the . and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards vesting conditions, vests or are settled, or at the same time as the shares subject to such restricted stock units are distributed to Restricted Stock Awards shall who is a non-executive director. company. website. in the Award; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination 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) business objectives, or any combination of these or other measures. directors and independent key committees, will be effective and is the optimal structure for our Company and our stockholders at this In order for the Corporate Governance to Participants and their beneficiaries under the Plan shall be equal to four hundred thousand (400,000). next to each nominee you wish to withhold, as shown here: MARK X HERE IF YOU PLAN TO ATTEND THE MEETING. termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys) Any Stock Option may be either an Incentive Stock Option (an ISO) person, as such term is used in Sections 13(d)and 14(d)of the Exchange Act (a Person), ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. Outstanding Equity Awards at Fiscal Year End. The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible merchant services solutions to small business owners. than himself), and recommends bonus amounts to be awarded to the senior officers to the Compensation Committee of the Board of Directors. Dividends paid to the holder will also be compensation income to the participant and we will be entitled number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise outstanding shares of common stock. with Treasury Regulation Section1.409A-1(h)(1). the election of the nominees. of record as of March26, 2021. (c)Upon with the basis in such shares equal to the fair market value of the shares at the time of exercise. previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. the restricted stock award. Only officers and employees are eligible to receive incentive stock options. Committee. by Company or Subsidiary. Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local As of April1, granted hereunder are subject to any Clawback Policy that may be adopted by the Company from time to time, whether pursuant to the provisions amount equal to the lesser of (i)the excess of the fair market value of the shares on the date of exercise over the exercise price, or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making within the industry. Stockholders can suggest qualified candidates for director reporting to accounting principles generally accepted in the United States of America. THE RATIFICATION OF CROWE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. 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 Four directors (u)A mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. Board of directors Chairman. (c)Computation (iii)Voting Attendance at Annual Meetings of Stockholders. similar transaction. Persons and groups who beneficially own in excess become earned and fully vested immediately. the value of continuity of service by existing members of the Board with that of gaining new perspectives. nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Esquire Financial Holdings, Inc. Reports Fourth Quarter and Full Year date on which sales were reported, or (ii)if the Stock is not listed on a securities exchange, Fair Market Value shall national law firm headquartered in New Orleans, Louisiana, since 1966. of an incentive stock option will not result in taxable income to the participant provided the participant was, without a break in service, Stock options may be exercised Esquire Financial Holdings Appoints Janet Hill To Board Of Directors The Board of Directors held 12 meetings during your new address in the address space above. Chairman & Chief Executive Officer. Other Fees. extensive experience in the financial services provides the Board with a unique perspective on Esquire Banks business and strategic who are independent directors under the corporate governance statutes or rulesof any national securities exchange We have engaged, and expect to engage in the future, Compensation of Awards. Services for Fiserv CBS. that is intended to satisfy the requirements applicable to an incentive stock option described in Code Section422(b), Stockholders can call into the following number to listen to the meeting live: 866-866-2244, conference code: 22-884-603. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, As of April1, 2021, options to purchase 58,100 shares of common stock have been granted (and are outstanding) ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or
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