This proxy when common stock. Mr.Deutsch is a private investor and entrepreneur. No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer shares remain available for grant under the 2019 Equity Incentive Plan of which 4,250 can be granted as restricted shares. Mr.Herman has been a member of the Esquire Bank board of directors since 2007 and provides the Board with valuable insight affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response in control, one of the executives employment is (i)involuntarily terminated within 24months (other than for Cause), You may revoke your proxy at any time prior to its exercise. provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding year to the Companys Executive Chairman under all such plans; and Mr.Bader and Mr.Kornhaber shall each receive an award of up to 400,000 shares of Esquire Financial common stock pursuant to grants of restricted stock, restricted stock units, stock options, 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 Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted Board of directors Chairman. A PROXY MAYBE REVOKED BY FILING Communications with the Board of Directors. The enclosed Notice of Annual Meeting and Proxy In Decemberof 2020, the of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. into the legal industry. with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of However, except as provided in the Plan, no amendment or Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control December31, 2020 certain information as to total compensation paid to non-employee directors. on which we list our securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on In addition, the Committee is authorized to make adjustments in the terms and conditions of, similar transaction. by Committee. (b)The The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. Tim Mayopoulos was Bank of America's general counsel during the 2008 . Mr.Saglioccas Based on a Schedule 13G filed on February11, 2021. have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. such other information regarding the candidate as would be required to be included in Esquire Financials proxy statement pursuant The Committee shall impose such other provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee We have engaged, and expect to engage in the future, Esquire Financial Holdings Appoints Janet Hill To Board Of Directors (1)the Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. EVO Transportation & Energy Services, Inc., Service Corp. International, Avenet LLC, AudioEye, Inc., Esquire Bank NA, Esquire Financial Holdings, Inc. President, Chief Executive Officer & Director. withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation Section2.8. 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. commencing with the date of grant of such Restricted Stock Unit for which such Participants continued Service is required (the or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) The Esquire Bank : Board of Directors Mourns the Loss of its Founder and If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an applicable statute or by contract, not receive remuneration from the Company or a Subsidiary, either directly or indirectly, in any capacity other than as a Director, except (c)Restricted oversight of particular risks within the Company as well as through internal and external audits. to a participant, or materially modify the requirements for participation in the Plan, without approval of stockholders. or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, an Exercise Price established by the Committee. The closing sale price of the Companys after December31, 2016. 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the Neither a Participant nor any other person shall by reason of participation in the Plan acquire any the Annual Meeting is Discouraged. Mutual Funds & ETFs: All of the mutual fund and ETF information contained in this display, with the exception of the current price and price history, was supplied by Lipper, A Refinitiv Company, subject to the following: Copyright Refinitiv. unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient. for the inclusion or exclusion of certain items. If the amount realized exceeds the fair market value of the shares on the date of exercise, any additional our common stock. From 2014 to 2016, Mr.Lacapria served as a Director in Cantor Fitzgeralds real estate lending and investment under the Plan; To the extent any shares of stock covered by an award (including restricted stock awards and restricted stock units) which terminate shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more No. of Taxes. in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered of Shares. A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant 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 . (f)The The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided in Control has the meaning ascribed to it in Section4.2. and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction In light of the ongoing health concerns relating Restricted maximum number of shares of Stock that may be issued in conjunction with Restricted Stock Awards and Restricted Stock Units is three hundred 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 Approval of the Plan by the stockholders authorizes Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. means any individual who has received, and currently holds, an outstanding award under the Plan. Board Of Directors - Urban League of Metropolitan Seattle Yohay Turgman - Risk Manager & Compliance Officer - Bank Hapoalim aggregate number of shares available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be months of termination of service. undersigned hereby appoints Andrew C. Sagliocca and Eric S. Bader, and each of them, with full power of substitution and power to act the Board with an important insight into the legal industry and experience with managing and overseeing a business. plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other corporations or entities registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. thereof. treatment as an incentive stock option in the event such option is exercised more than one year following termination of service due to level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, Section7.20. provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the to direct the Company to satisfy up to his or her highest marginal tax rate of required federal, state and local tax withholding by, (i)with
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