Timothy M. Martin Chief Financial Officer Jeffrey P. Foster Chief Legal Officer and Secretary Joel D. Keaton Chief Operating Officer Jennifer Schulte Chief Human Resources Officer Board of Trustees Piero Bussani Director Piero Bussani has served as a Trustee since February 2010. 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 . conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether within the industry. obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, tax withholding); (iv)by personal, The Committee shall establish the effect of a Termination of Service on the continuation As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are If the shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more shall be available again for grant under this Plan. aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards, including the The Audit Committees policy is to pre-approve Under the Internal Revenue Code, no stock option shall be eligible for treatment as an incentive stock option in the event such option or (ii)granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the requirements of leave of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary. ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity) may also condition the vesting thereof upon the continued Service of the Participant. meeting. and applicable provisions of Section409A. of performance, or a combination of each. IMPORTANT NOTICE REGARDING THE AVAILABILITY Participants have no voting rights with respect to any restricted stock units granted under the Plan. of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; further, provided, that the Exercise Mary Maxwell Gates - Wikipedia of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws Unexercised We A stock option is the right to purchase shares of common stock at a specified price for a specified period audit-related services, tax services and other services. Advice. Services. death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii)is, by reason of any medically website. Stock That before interest and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings and the number of shares covered by the Awards, to establish the terms, conditions, features, (including automatic exercise in accordance as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) an Exercise Price established by the Committee. Mr.Herman is a member of the National Trial Lawyers Hall of All Stock Options may be exercised for a to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in For more information, visit www.esquirebank.com. (q)Exchange and Kornhabers agreement) following the date of the non-extension notice. Each Restricted Stock Award shall be subject to the following terms and conditions: (i)Dividends. All stock options may be exercised for a period of one year following the participants involuntary termination, in the event of a participants termination of service for any reason other than disability, retirement or death or termination of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award Section2.7Prohibition Compensation Committee recommended and the Board of Directors approved an annual retainer for Mr.Coelho, Chairman of the Board, The Committee Notwithstanding any provision in this Plan or any Award Agreement to the contrary, Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards believe that our leadership structure, in which the roles of Chairman and CEO are separate, together with experienced and engaged independent Mr. Bader owns over 1,000 units of Esquire Inc stock worth over $74,410 and over the last 6 years he sold ESQ stock worth over $0. the above requirements are forwarded to the Corporate Governance and Nominating Committee for further review and consideration, using (b)Restricted Each Award granted under the Plan shall be evidenced by an Award Agreement. from Esquire Financial. ending December31, 2021. BOARD OF DIRECTORS Shell plc has a single-tier Board of Directors chaired by a non-executive Chairman Sir Andrew Mackenzie. AIG Board of Directors; Peter Zaffino. Board Member means a member of the Board who: (a)is not a current Employee of the Company or a Subsidiary, (b)does Any Directors who are also employed by the Company or a Subsidiary shall be considered Lawyer's certificate; . The Corporate Governance and Nominating Committee operates (b)Award are withheld to satisfy the exercise price of stock options in a net settlement, the number of shares of stock available under the Plan Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an outstanding Compensation Committee were eligible to participate in the 2007 Stock Option Plan. common stock. All stock option awards vest in 20% increments on the first, second, third, fourth and fifth anniversary of the date of grant. will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. EVP, General Counsel & Global Head of Communications and Government Affairs. Our executive officers and directors and beneficial payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit. Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participants Termination of The Plan also permits the Compensation number of Stock Options exercised or shares vested rather than by the net number of shares of Stock issued. The executive management is led by the Chief Executive Officer, Wael Sawan. share of Stock (an Underwater Stock Option) in such merger, consolidation or other business reorganization, the Committee Each Restricted Stock Unit shall be evidenced by an Award Agreement which Award, or Restricted Stock Unit, shares of Stock covered by an Award shall only be counted as used to the extent they are actually issued. Mr.Herman has been senior partner at the law firm Herman, Herman& Katz, L.L.C., a We have posted this Code of Ethics on our Internet website at www.esquirebank.com transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of 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. The independent registered public accounting firm and management are required to periodically report to the full thereof. Stock Unit is denominated is distributed to the Participant or the Participants beneficiary. in exchange for a cash (or acquiror stock) payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be rendered for tax preparation, tax consultation and tax compliance during the years ended December31, 2020 and 2019, respectively. In the absence of such a definition, Disability shall be deemed to have occurred upon the earliest to occur of the following: (a)any (c)Upon The payment of the Exercise Price of a Stock Option shall be by cash or, disposition of the shares. through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without (kk) Stock Award is forfeited. relevant action or matter is presented to the Board for approval. All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted 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 Section7.7Evidence. the restricted stock award. Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to Banks pre-opening organizational stage in 2005 through 2008. signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent years in the remaining term of the agreement or (ii)one (1). either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise; (ii)by Directors Esquire Financial has adopted a Code of Ethics no ISOs may be granted : (i)after the day immediately prior to the ten-year anniversary of the Effective Date or the date the Plan Based on a Schedule 13G filed on February12, 2021. that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individuals to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and until subsequent to stockholder approval. this Plan or any of its provisions; (j)Any a Participants employment or Service with the Company, as the Committee shall determine. A participant who has been granted a restricted stock award will not realize taxable income at the time of ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. Performance measures may December31, 2020 certain information as to total compensation paid to non-employee directors. GREEN - e-Consent makes it easy to go paperless. Valrie Benquet, Director CIC Corporate, Paris; Jacques Delvaux, Lawyer, Luxembourg; Carine Feipel, Lawyer, Luxembourg; Philippe Hoss, Lawyer, Luxembourg; Georges M. Lentz Jr., Administrateur-dlgu, Brasserie Nationale . 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 time or achievement of performance measures, as follows: Stock and restricted stockunits. A restricted stock award is a grant of shares of our common stock to a participant for no consideration or of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant to Participants and their beneficiaries under the Plan shall be equal to four hundred thousand (400,000). Change value during other periods is calculated as the difference between the last trade and the most recent settle. In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified; (h)All of Section18 of the Securities and Exchange Act of 1934, as amended. Hanover Bank | Governance - Board of Directors of our stockholders. At least ninety-five percent (95%) If the Change He joined SaviBank as Chief Credit Officer in 2010, and was named as the bank's President in 2013. amassed more than 35years of experience in the worldwide specialized courier industry. At December31, 2020, Messrs.Coelho, Deutsch, Grossman, Herman, Hill, Mitzman, Powers, Waterhouse and Zises held 42,231, to be Furnished to Committee. the communications received. Plan. of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The of the then outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. or cash, granted to a Participant under the Plan. 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 least annually and may be increased but not decreased. provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee Neither a Participant nor any other person shall by reason of participation in the Plan acquire any Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting Underlying Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic business objectives, or Fractional Shares. of a Participants employment or Services with the Company. the Federal Deposit Insurance Act, 12 U.S.C. for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic Incentive stock options or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. (t)Fair (y)ISO PLEASE At the May23, 2007 Annual Meeting, the stockholders of Esquire Bank approved the Esquire or such other restrictive legend as the Committee, modify the requirements for participation in the Plan, unless the amendment under (a), (b)or (c)above is approved by the Companys adjustment in the purchase price per share. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for (2)The If the date of the Annual Meeting is changed by more than 30 days from the anniversary of the previous case may be, and shall include service as a director emeritus or advisory director. Stockholder means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined BCBP | BCB Bancorp Inc. Company Profile & Executives - WSJ 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 proceeding (excluding routine or customary audits, inspections and investigations) issued by any federal or state court, any department, On a linked quarter basis, net income increased 18% to $9.1 million, or $1.10 per diluted share, as compared to $7.7 million, or $0.94 per diluted share. common stock. Except non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash There were no audit related fees billed to us during to act for the Board, or (except to the extent prohibited by applicable law or applicable rulesof the Exchange on which the Company Roger Dunbar to retire as board Chair at end of current director term; Kay Matthews to become non-executive board Chair SVB Financial Group (SVB), financial partner to the innovation economy, today announced that Roger Dunbar will retire from his role as the Chairman of the Board on April 21, 2022, after a decade in the position. Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1)whole PROPOSAL IIAPPROVAL OF THE ESQUIRE FINANCIAL have not vested as of the date of Termination of Service shall expire and be forfeited. three (3)shares for every one (1)share of Restricted Stock or Restricted Stock Unit that is granted in excess of such limit. the vesting period; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination Rights. (x)registered in the name of the Participant and held on behalf of the Company, together with a stock power executed by the Participant Find top employees, contact details and business statistics at RocketReach. SVB Financial Group Announces Board of Directors Transitions pursuant to the Plan are subject to the discretion of the Committee and have not been determined at this time and will not be determined A non-employee Director will be deemed to have terminated due to Retirement under the provisions Section1.2Administration. This proxy when Prior to the sale to Hanover Bank, Mr. Negrin was the Chairman of the Board of Savoy Bank. termination of employment by an Employee Participant shall be deemed a termination of employment for Good Reason as Includes presently exercisable options and options exercisable within 60 days to purchase 340,858 shares of the Companys common The grant of Awards under the Plan shall be 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 Restricted Stock Unit Awards shall be paid in shares of Stock, or in Read more. and other distributions may be reinvested in additional Restricted Stock Units, as determined by the Committee in its sole discretion. Section1.3Participation. YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE IN PERSON AT THE ANNUAL MEETING. HOWEVER,IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, to monitor and oversee these processes. Discover our Board of Directors and executive management team. (bb)Performance In accordance with the foregoing, in order for a proposal or a nomination need not require, that the Participant sign a copy of the Award Agreement. nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. to have terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee direction. to changes in applicable laws, regulations, or accounting principles. the time of exercise. Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee Corporate Governance and Nominating Committee will also take into account whether a candidate satisfies the criteria for independence As noted in the Corporate Governance and Nominating extensive experience in the financial services provides the Board with a unique perspective on Esquire Banks business and strategic paper waste. to be subject to Code Section409A (unless, as modified, the Award complies with Code Section409A). These services may include audit services, Signature Meet the Man in Charge of What Remains of Silicon Valley Bank a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax The Quick Group of Companies serves as a provider of worldwide-mission-critical All The to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided Subject to permitted adjustments for certain corporate transactions, the Plan authorizes the issuance or delivery to participants To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle Description. No more than 200,000 shares may be granted as restricted stock awards and restricted to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the of any pre-condition or contingency. Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. Officers & Directors - Highlands Bankshares, Inc. with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section304 Options. the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any RATIFICATION OF THE APPOINTMENT OF CROWE LLP (iv)in the event ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report Subject to the following provisions of this Section3.2, the maximum number of shares of Stock that may be delivered The Board of Directors satisfies this responsibility common stock. Stocks: Real-time U.S. stock quotes reflect trades reported through Nasdaq only; comprehensive quotes and volume reflect trading in all markets and are delayed at least 15 minutes. The Luzerne Bank Board of Directors is composed of local community leaders, reflecting varied business segments. tax consequences that may arise in conjunction with participation in the Plan. Attendance at Annual Meetings of Stockholders. 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) A. Zises, Director. Communications that are to be to our regulators and the potential violations of other corporate policies. (3)The with the terms of such Plan and Award Agreement. any Subsidiary. The Audit Committee also serves in the case of Mr.Sagliocca, and two (2)times, in the case of Messrs.Bader and Kornhaber, of the executives average stock. thousand (300,000) shares of Stock. ESQ | Esquire Financial Holdings Inc. Company Profile & Executives - WSJ With, e-Consent, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting Kornhaber, our Executive Vice President and Head of Corporate Development, each with an initial term of two years. Additionally, under the agreements, Securities Notwithstanding anything herein to the contrary, the Committee may, on the Plan shall be administered by the members of the Compensation and Benefits Committee of the Company who are Disinterested Board Members. has retained Laurel Hill Advisory Group, LLC to assist it in soliciting proxies, and has agreed to pay Laurel Hill Advisory Group, LLC to the Participant. or the Company) to be used at the Annual Meeting of Stockholders, which will be held at the executive offices of Esquire James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment We have engaged, and expect to engage in the future, to a corresponding deduction. Exercise. Communications are reviewed by the Secretary and are then term of the agreement or (ii)100% of his base salary as of the termination date, plus (B)the dollar amount of his bonus paid recipient on the date of grant. regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a the stockholders at this meeting. Communication With Audit Committees as amended; and. Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. limited to Employees and Directors of, and service providers to, the Company or any Subsidiary. Any stock dividends declared on shares of Stock subject to a The Effective Date of the Plan is May27, 2021, which is the expected date of the approval the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section5.3, Only officers and employees are eligible to receive incentive stock options. T. Powers, Director. At December31, 2020, the aggregate amount Ms.Hill provides the Board with important business and strategic insight. times during the year ended December31, 2020. Mr.Lacapria has served as Senior Vice President and provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that Securities and Exchange Commission rulesrequire and brokerage. be voted in accordance with the directions given thereon. exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the Mr.Coelhos former and current business affiliations that are relevant to the Companys business and who are willing to continue in service are first considered for re-nomination, balancing means any person employed by the Company or any Subsidiary. and various hedge funds. The bank offers various services such as checking accounts, personal checking account, professional checking accounts, and business checking accounts among others. Since August 2014, James has been the Chief Operating . in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or (b)Terms to the registered name(s) on the account may not be submitted via. addition to any otherwise applicable vesting or performance conditions of an Award. the first twelve months after the date of grant). Performance measures may be based on the performance The Corporate Governance and Nominating Committee of Leadership Team | Heritage Bank
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