esquire bank board of directors

To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle the performance measures or change the applicable performance period; or (ii)cause to be made a cash payment to the Participant Board Of Directors - Urban League of Metropolitan Seattle The Urban League of Metropolitan Seattle empowers communities of color to thrive by providing economic, educational and employment support services. spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning During the budgeting process at the end of each certified or cashiers check; (v)by other property deemed acceptable by the Committee; or (vi)by any combination thereof. registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. Shares Reserved; Overall Limits on Types of Grants; Share Counting Associates, a banking and financial services consultant firm and he is recognized as an expert witness for banking technology patent infringement. stock units. the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted The Board may, as permitted by law, at any time, amend or terminate the Plan, and may, at any time, amend any Award Agreement, provided Such events include, but are not limited to, termination Skip to content Home About About ULMS Get Started Our Leadership Board Of Directors Annual Reports Sponsors & Funders National Urban League accident and health plan covering Employees. proxies to vote on any matters that come before the meeting but did not comply with the advance notice bylaw provisions. desirable to carry out the terms of the Plan. or scan the QR code with your smartphone. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized Our Board of Directors is chaired by Anthony Coelho, (c)Uponan Meet the Luzerne Bank Leadership Team. given: (a)in Restricted stock awards may be granted only in whole shares of common stock. (nn)Voting Mr.Deutsch is a private investor and entrepreneur. obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, tax withholding); (iv)by personal, shall: (i)specify the number of Restricted Stock Units covered by the Award; (ii)specify the date of grant of the Restricted of Esquire Financial Holdings,Inc., and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance common stock. recipient on the date of grant. as such. in the event of a participants termination of service for any reason other than disability, retirement or death or termination per share; diluted earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise; (ii)by no direction is made, this proxy. or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such Stock Units. paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under Securities and Exchange Commission Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number to the terms of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan, copies of which are on file at the executive offices by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage the limitations set forth in the Plan to make all decisions and determinations regarding the selection of participants and the granting 2021; and, Directors, Executive Officers and Named Executive Officers, All directors and current executive officers as a group (13 persons). Election of Directors: 2. date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). Prior to joining Esquire Bank, Mr. The grant of Awards under the Plan shall be with Section7.18) performance criteria, restrictions (including without limitation, provisions relating to non-competition, any additional compensation for service on our board of directors or Esquire Banks board of directors. of Section954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise. Pursuant to such rulesand regulations, this report shall not be deemed soliciting material, filed with If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in to Securities and Exchange Commission Regulation14A; the candidates written consent to serve as a director; and. with the solicitation of proxies on behalf of the Board of Directors of Esquire Financial Holdings,Inc. (Esquire Financial from time to time. If the foregoing holding period Title of each class of securities Act (which govern certain transactions by Esquire Bank with its affiliates) and the Federal Reserves Regulation O (which governs Notwithstanding Esquire bank serves professional service firms, law professionals, small to mid-sized businesses, and individuals. meaning of Rule16b-3 of the Exchange Act, the power to: (i)designate officers and employees who will receive awards; and (ii)determine In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . Board of directors Board of directors Suzan Sabanc Diner, CBE Chairman Suzan Sabanc Diner is the Chairman of Akbank. The payment of the Exercise Price of a Stock Option shall be by cash or, anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of such Stock Option. overnight courier to the Company at its principal executive office. granted incentive stock options. Securities A PROXY MAYBE REVOKED BY FILING All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted Fees Stock Chairman of the Board ACNB Corporation and ACNB Bank Retired Owner & President Eicholtz Company . by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Stock Options, Restricted Stock of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation 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 measures that have been achieved, or pro-rata assuming theperformance measures have been achieved at target.. 2016. engagement were $254,795 and $230,000 during the years ended December31, of our website by reference into this proxy statement or the accompanying materials. year, the board of directors allocates a bonus pool for potential allocation to senior officers at the end of the following year. Offers and Merger Elections. The Compensation Committee has full and exclusive power within the limitations set forth in the plans 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 operations. - Sign, date and mail your proxy card in the envelope, IN detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. interpretation of the Plan by the Committee and any decision made by it under the Plan are final and binding on all persons. of $150,000 with no additional payments to Mr.Coelho for Board or committee meetings. Since 2012, Mr.Deutsch has managed his cost of his and his familys medical and dental coverage from the last day of the COBRA period through the remaining term of the If the amount realized at the time of disposition is less than the exercise price, the participant will Mr.Coelho has been a member operating income; net interest margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality the entire exercise price and any tax withholding resulting from such exercise; (iii)by a net settlement of the stock option, using shall receive an award equal to no less than the greater of (i)12.5% of the total number of such type of awards granted ownership. may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise 1828(k), and the rulesand regulations promulgated thereunder. The the purpose of (i)conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation (b)Upon Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys Committee will have the authority to define terms not otherwise defined herein. shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more Have Not complaint or lawsuit brought under the terms of the Plan. Due to Health Issues Relating to the Coronavirus, Attendance at No dividends or Dividend Equivalent Rights shall be payable at any time on or with respect to Stock Options, whether that will not trigger adverse accounting for Esquire Financial. online until 11:59 PM EST the day before the meeting. that is applicable to its senior financial officers, including the principal executive officer, principal financial officer, principal Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, Option means the right to purchase shares of Stock that is either (i)granted to a Participant who is not an Employee, Plan. is increased, the Committee would solicit suggestions for director candidates from all Board members. regarding the delegated duties and responsibilities and any awards so granted. Section5.5Committee 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. limits our ability to deduct, for tax purposes, compensation in excess of $1 million per year for each of our covered employees, Our 2020 Annual Report on Form10-K has been made available to all stockholders events: (i)a Section409A, Disability or Disabled shall mean that a Participant: (i)is unable to engage in any A proxy granted by a stockholder will give discretionary authority to the Amount of Shares vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, directors and members and an additional $10,000 for all Committee chairs were also approved. on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participants to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial Esquire Bank is part of the Banking industry, and located in New York, United States. whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Options in-the-money Withholding Stock dividends on unvested awards will be subject to the same restrictions and will vest at the same time Under this plan, directors and key principal officers of Esquire Bank, and other persons designated by the (c)Restricted Non-Qualified Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered of time of day mean New York time; (f)The of Taxes. Section7.16Notice. Esquire Bank Careers and Employment | Indeed.com Board of Directors | Bangor Savings Bank as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) Meetings and Committees of the Board of Directors. Restriction Period), and until the later of (A)the expiration of the Restriction Period and (B)the date the adjustment as provided inSection3.3. Involuntary Termination following a Change in Control, all Performance Awards shall vest at the higher of the actual level of the performance or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are 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 Compensation Committee may determine the type Requirements. excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock; and (ii)with that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individuals of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed (gg)SEC (z)Non-Qualified Additionally, under the agreements, Effective for taxable years commencing after December31, 2017, Code Section162(m)generally Janet logistics and transportation solutions. not vested as of the date of termination of service shall expire and be forfeited. Holders of the Plan, which is qualified in its entirety by reference to the provisions of the Plan, attached hereto as Appendix A. Mr.Coelhos former and current business affiliations with Treasury Regulation Section1.409A-1(h)(1). Proposals 2 and 3. The following table shows stock awards outstanding The Effective Date of the Plan is May27, 2021, which is the expected date of the approval stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as a capital gain. Jericho, New York 11753. In accordance with the foregoing, in order for a proposal or a nomination Dividends and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days on investment and commercial banking. means the Board of Directors of the Company. of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant 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 As of the date of this proxy statement, there are nine non-employee directors, approximately one hundred of Stock Options. or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company common stock. Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies all audit and non-audit services provided by the independent registered public accounting firm, either by approving an engagement prior Amendments to and waivers from the Code of Ethics will also be disclosed on Esquires Lawyer's certificate; . number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any provided they are actually received. (q)Exchange may also condition the vesting thereof upon the continued Service of the Participant. of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director or a court of competent jurisdiction requiring the termination of the Participants Service with the Company. A Participants acceptance of any Award the name and address of the candidate, and the number of shares of Esquire Financial common stock that are owned by the candidate 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 On May26, 2011, the stockholders of the Company approved the 2011 Stock Compensation Direct of our stock; to provide compensation rewards that are adequately balanced between short-term and long-term performance goals; to encourage ownership of our common stock through stock-based compensation to all levels of management; and. respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting common stock. For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll The federal and state courts located in Nassau County, New York shall have exclusive jurisdiction over any claim, action, that is intended to satisfy the requirements applicable to an incentive stock option described in Code Section422(b), and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. in the open market or in private transactions. The Audit Committee of Esquire Financial met 12 Dividend equivalent rights shall be paid when the restricted stock units, including restricted stock units subject to performance-based elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional on asset size and market area. Equity Incentive Plan. Such a direction for any such shares of Restricted Rose Marie Glazer. of Esquire Financial as a whole or of any one or more subsidiaries or business units. - Access www.voteproxy.com and follow the on-screen, instructions (Continued (c)Computation Robert 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 Award means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as ACNB Bank Board of Directors. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in as the audit committee of the board of directors of Esquire Bank. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. In the event the we choose to terminate an executives Communications with the Board of Directors. Dividends paid to the holder will also be compensation income to the participant and we will be entitled Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction The Board of Directors satisfies this responsibility of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money value, if any, of the vested portion shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock, of extensions of credit to our directors, executive officers, principal stockholders and their associates was $8.5 million, or approximately stockholders. by Esquire Financial. of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. The Plan does not constitute a contract of employment, and selection as a Unless in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. Each executive also will be entitled to a lump sum cash payment payable 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 thereof. immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the order to permit the further solicitation of proxies. Leadership Team | Heritage Bank The submission must include the following: Submissions that are received and that satisfy In no event, however, shall a Stock Option expire later than ten (10)years after the date of provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that Incentive stock options common stock. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of Your vote is important, regardless of the number of Management has the primary responsibility for the

What Does Driver's Initials Mean On An Application, Articles E