(b)No be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that Subject to Clawback. 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 Code Section409A and under Treasury Regulation Section1.409A-1(h)(ii). The Plan shall be administered by the Compensation Committee of the Companys Board of Directors (the Committee), Change of 5% of the shares of our common stock are required to file certain reports with the Securities and Exchange Commission regarding such - Access www.voteproxy.com and follow the on-screen, instructions Directors. and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the It offers commercial banking services, which serve the financial needs of the legal industry and. The annual retainer fees for the board members, aside from full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year board members and executive officers are set forth below. WITHOUT DELAY. shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock, stock. (c)Uponan Have Not Board of Directors. Section7.4Non-Exclusivity. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting Sources: FactSet, Dow Jones, Bonds: Bond quotes are updated in real-time. act of fraud in the performance of his duties on behalf of the Company or any Subsidiary; (iv)the continuing willful failure of as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair company. come before the Annual Meeting, it is intended that the Board of Directors, as holders of the proxies, will act as determined by a majority As more fully described in the Audit Committee Charter, If a Participant is a Specified Employee, as defined in Code Section409A and any payment to be made hereunder to the Company as defined in Code Section424(f)and, other than with respect to an ISO, shall also mean any partnership or 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. common stock. (1)the no adverse accounting consequences are triggered under FASB ASC Topic 718 or its successor, a Participant shall have the right to a corresponding deduction for tax purposes. share of Stock to the Participant after payment of the exercise price and any applicable minimum tax withholding requirements. Events. independent compensation consulting firm, and from other sources, to determine how executive compensation levels compare to those companies period shall be paid within thirty (30) days following the vesting date. granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of In the event of termination for cause, all stock The conditions for grant or vesting and the other all or substantially all of the assets of the Company or any bank Subsidiary of the Company is consummated; or. The enclosed Notice of Annual Meeting and Proxy Subject to applicable law, Participants any Stock Option granted under the Plan shall be a Non-Qualified Option. has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief Richard ACNB Bank Board of Directors. awards and restricted stockunits will become fully vested at the date of termination of service. Award Agreement, upon the Participants death, Disability or in connection with a Change in Control as set forth in ArticleIV. pursuant to the Plan or any Award. Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those BOARD OF DIRECTORS Shell plc has a single-tier Board of Directors chaired by a non-executive Chairman Sir Andrew Mackenzie. (e)Notwithstanding to changes in applicable laws, regulations, or accounting principles. Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, Skip To Main ContentSkip To Sitemap Routing Number: 313090561 713-676-7777 Chat Branches & ATMs Rates Log In Spend & Saveclick to toggle submenu Checking Accounts As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Mr.Herman is a member of the National Trial Lawyers Hall of Effect be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary (including the Plan), and any trustee or other fiduciary holding securities under any such plan, or (3)a corporation or other entity Plan. shall be available again for grant under this Plan. for such expenses. irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the 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 . Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this aggregate number of shares available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be the Federal Deposit Insurance Act, 12 U.S.C. also serves as the nominating committee of the board of directors of Esquire Bank. Stock Units. Performance measures may (s)Exercise 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 All fees described above were approved as part of our engagement of Crowe of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys The exercise price may not be less than the fair market value of a share of our common stock (which is defined as the closing sales provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding All stock options may be exercised for a period of one year following the participants involuntary termination, for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such Esquire Financial met four times during the year ended December31, 2020. (gg)SEC 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 . ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. individuals who, on the date hereof, constitute the Board; and, (2)any Stock Units. Board of Trustees at Duke University and the Wolf Trap Foundation. The Bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including our senior and executive managers. For more. Waterhouse, Director. (k)Unless (5)With Section7.20. with the terms of the Plan shall be a Participant in the Plan. Vest over six years, one third in each year commencing in 2022 through 2024 on the anniversary date of grant. the Company; (b)no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded Transaction; Service shall have occurred if the Bank and Participant reasonably anticipate that no further Services will be performed by the Each Award under the Plan by Company or Subsidiary. Restriction Period), and until the later of (A)the expiration of the Restriction Period and (B)the date the 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. Executive Officer and Chairman of the Quick Group of Companies. Compensation Committee were eligible to participate in the 2007 Stock Option Plan. and any tax withholding resulting from such exercise; (iii)by net settlement of the Stock Option, using a portion of the shares (ii)terminated by him for good reason within 24 months, or (iii)terminated by him for any reason (other than good reason) Section1.2Administration. 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 to the engagement or pursuant to a pre-approval policy with respect to particular services. Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. common stock. Mr. Melohn is a private investor and entrepreneur. 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 . shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. (bb)Performance What I liked the most at Esquire Bank is the environment the board of directors created. The Quick Group of Companies serves as a provider of worldwide-mission-critical Stock Awards. accounting officer and all officers performing similar functions. an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participants Termination of for each of our named executive officers as of December31, 2020. Fees. stock exchange on which our common stock is traded. Except as otherwise provided in the Plan or in an Award Agreement, no Award under the Plan shall confer upon that no reload Awards shall be granted hereunder) or as the form of payment for grants or rights earned or due under any other compensation The per share fair value under ASC Topic 718 of each share of restricted stock awarded was $20.85 and $25.50 on December16, 2020 peer group, an index or a business plan and may be considered as absolute measures or changes in measures. following Audit Committee Report is provided in accordance with the rulesand regulations of the Securities and Exchange of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded (d)Adjustment. common stock. affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant that will not trigger adverse accounting for Esquire Financial. service and only for a period of three months following termination, and (ii)any restricted stock awards and other awards that have (x)Involuntary or postponements. may adjust performance measures after they have been set. the Board of Directors may terminate the Plan. Shares or accident and health plan covering Employees. to vote your proxy as soon as possible which will assure that your vote is counted. may also condition the vesting thereof upon the continued Service of the Participant. provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall Compensation), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend The Committee may make grants of Restricted Stock Units upon such terms and conditions as it may determine, which 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 The Esquire Bank 2007 Stock Option Plan has expired; The Corporate Governance and Nominating Committee Mr.Waterhouse provides the Board with a valuable perspective on general business oversight Compensation. Stock Compensation Plan. Discover our Board of Directors and executive management team. (a)If Jeff has 39 years of banking experience and, prior to joining Heritage, held leadership positions at JPMorgan Chase, Washington Mutual, First Union and CoreStates. Under no circumstances will any underwater Stock Options which were granted under the signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. The 2011 Stock Compensation Plan authorizes the issuance of up to 404,607 shares of the Companys common stock pursuant to Subject to the provisions of Section2.6, an Award may be granted as an alternative to or replacement (subject In addition to the base salary, each agreement provides that the executive will (1)The James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). Includes 111,500 unvested shares of restricted stock and presently exercisable options to purchase 83,277 shares of the Companys questions and to make a statement if they so desire. Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay In addition, Mr. Negrin is the President of the Board of the Allen-Stevenson School, a boys K-8 day school of 400 students on the Upper East Side and founded in 1883, as well as Treasurer and Executive Committee Board Member of the American Turkish Society. OF, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards ). Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining It's banking with a business philosophy that's . as executor, administrator, attorney, trustee or guardian, please give full. shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more (d)a Includes 5,500 unvested shares of restricted stock and presently exercisable options to purchase 20,000 shares of the Companys (b)The The Board of Directors of the New York State Trial Lawyers Association, The Executive Committee of the Association of Trial Lawyers of
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