and committee meetings. within 30days following his termination equal to the sum of the estimated cost of medical and dental coverage from the last day
signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. voted for the election of such substitute as the Board of Directors may determine. Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered
an original of the applicable receipt, registration or confirmation from the applicable delivery service. Our executive officers and directors and beneficial
Lacapria, Senior Vice President and Chief Financial Officer. of extensions of credit to our directors, executive officers, principal stockholders and their associates was $8.5 million, or approximately
By approving the Plan, stockholders will give us the flexibility we need to continue to attract, motivate and retain
in its discretion, may specify. The Compensation Committee may determine the type
million deduction limit. locations or between the Company, a Subsidiary or a successor. Each director of Esquire Financial is also
Section7.10Successors. Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018.
Overview - Subsidiary Officers & Directors | ACNB Corporation (dd)Restricted
In the event a communication is not received, it shall only be deemed received upon the showing of
shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee
conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position
as defined in the Nasdaq listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit
Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . to shares that are subject to the unexercised portion of the Stock Option outstanding but shall include a corresponding proportionate
Mr.Waterhouse provides the Board with a valuable perspective on general business oversight
Proxies solicited on behalf of the Board of Directors of Esquire Financial will
new Director whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or
former employees of the Company or Bank at no cost to executive. Agreement. any additional compensation for service on our board of directors or Esquire Banks board of directors. Action. Under the Internal Revenue Code, no stock option shall be eligible for treatment as an incentive stock option in the event such option
The Committee
Waterhouse and Mitzman, each of whom is independent in accordance with Nasdaq listing rules. The Luzerne Bank Board of Directors is composed of local community leaders, reflecting varied business segments. No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant,
feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a
The exercise
ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or
in accordance with Section5.1. Amount of Shares
functions of the agency, authority or instrumentality; (e)Indications
Family Member means with respect to any Participant: (a)any of the Participants children, stepchildren, grandchildren,
Stock Units being settled. or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or
Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities
Chairman of the Board of Haussmann GP; Education. to officers, directors, and others, 195,750 shares of restricted stock have been granted to directors and executive officers and 46,150
with the terms of the Plan shall be a Participant in the Plan. and any tax withholding resulting from such exercise; (iii)by net settlement of the Stock Option, using a portion of the shares
a Valhalla, New York-based registered investment advisory firm. In establishing any performance
per share; diluted earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income;
than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. Stock Options may be
means the Board of Directors of the Company. of the actual level of the performance measures that have been achieved, or pro-rata assuming theperformance measures have been
has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief
Section7.12No
America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American
election or other offer made to, or elections made by, the holders of shares of Stock. of the Plan, which is qualified in its entirety by reference to the provisions of the Plan, attached hereto as Appendix A. Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number
Restricted stock units may be denominated in shares of common stock and are similar to restricted stock
the exercise price, (ii)shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii)shares
online.esquirebank.com word including means including, but not limited to; (g)All
common stock. The Committee shall hold such meetings, and may make such administrative rulesand regulations, as it may deem proper. in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an officer, director
options then held by the participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable
or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the
thereof; and. If awards are granted subject to performance-based
of the agreement by the Company or Bank, then in any such event, the executive, would be entitled to receive a cash severance payment. As of April1, 2021, options to purchase 58,100 shares of common stock have been granted (and are outstanding)
years in the remaining term of the agreement or (ii)one (1). employment for reasons other than for cause, his death or disability or his retirement (as defined in the agreement), orin
(f)Change
Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the
It's banking with a business philosophy that's . ESQUIREANNUALFINANCIALMEETINGOFSTOCKHHOLDINGS,DERSOF
(o)Employee
and Kornhabers agreement) following the date of the non-extension notice. Michael D. Peduzzi Richard L. Greslick Jr. Joel E. Peterson Deborah Dick Pontzer Jeffrey S. Powell Nicholas N. Scott Richard B. Seager III Francis X. Straub III Peter C. Varischetti Julie M. Young Michael Obi In the absence of such a definition, Disability
the stockholders at this meeting. controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the
Stock Chairman of the Board ACNB Corporation and ACNB Bank Retired Owner & President Eicholtz Company . Requirements. owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of
Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description Mr.Bader was named Executive
Shares Reserved; Overall Limits on Types of Grants; Share Counting
the Effective Date. Performance measures can
at any time, amend or terminate the Plan or any award granted under the Plan. at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of
thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent
stock units. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other
It offers loans, deposit products, and retail and commercial banking services. Unless
In the event of Termination of Service due to Retirement, a Participants vested Stock Options shall be exercisable
ESQUIRE FINANCIAL HOLDINGS, INC. REPORTS THIRD QUARTER 2022 RESULTS - Yahoo period of time equal to the Blackout Period, provided that such extension does not violate Section409A of the Code, the incentive
OF, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. (a)If
highly qualified officers, employees and directors by offering a competitive compensation program that is linked to the performance of
The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent
including incentive stock options and non-qualified stock options, any of which may vest based either on the passage of time or achievement
the employment relationship is deemed to terminate on the first day immediately following such six-month period. by any Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant Awards under the Plan. ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a
Esquire Bank | LinkedIn commencing with the date of grant of such Restricted Stock Unit for which such Participants continued Service is required (the
(d)a
website. You may revoke your proxy at any time prior to its exercise. deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic
She is currently a member of the boards of directors of the Carlyle Group and Echo360. and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards
The Board of Directors is actively involved in
Act means the Securities Act of 1933, as amended from time to time.
Hanover Bank | Governance - Board of Directors and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days
identifying director nominees. Restricted
in part, as the Committee deems appropriate. (c)The
encumber Restricted Stock Units. Awards granted under the 2021 Equity Incentive
Esquire Bank | 4,519 followers on LinkedIn. Fundamental company data and analyst estimates provided by FactSet. affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response
Our available-for-sale . approved format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. Other Fees. Earned
vesting conditions, vests or are settled, or at the same time as the shares subject to such restricted stock units are distributed to
any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines
be voted in accordance with the directions given thereon. and 84 shares remain available for grant under the 2017 Equity Incentive Plan which can be granted as stock options. Restricted
These amounts represent restricted stock awards granted to the named executive officers in December2020 and December2019. to achieve and maintain an inclusive workforce. date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). In the event that after the occurrence of a change
earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense