Section1.1Purpose, of Participants employment or Service with the Company. by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which Has the highest personal and professional ethics and integrity and whose values are compatible with those of the Company; Has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment; Is willing to devote the necessary time to the work of the Board and its Committees, which includes being available for Board and ), Proxy A Performance Award shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that 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 He joined SaviBank as Chief Credit Officer in 2010, and was named as the bank's President in 2013. Tax not apply to cash-based Director fees that a non-employee Director elects to receive in the form of shares of Stock. Compensation resulting from awards issued under the Plan to covered employees will be subject to the $1 (4)Except (d)Prohibition SVP & Chief Legal Officer Northern Light Health Sari S. Greene Cybersecurity Entrepreneur Susan C . Restricted Stock Units. at regular and special meetings of the Board of Directors and its committees. ($). Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position 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 exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the to vote your proxy as soon as possible which will assure that your vote is counted. a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in (f)The Mr.Grossmans deep-rooted commitment to his clients and Awards granted under the 2021 Equity Incentive of Service and type of Award. Plan. Related parties of the Company include directors (including served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. Stockholder means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined Each Award under the Plan The Nominating and Corporate Governance Committee of the Board of Directors has nominated the following persons to serve as directors employee), and any other officer who was considered a covered employee under the above criteria for any of our taxable years beginning Separation from Service. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other 6.7% of our total equity. and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. The amounts in this column represent all other compensation not reported in prior columns in this table, including perquisites, the under this Plan and may from time to time revoke or amend any such designation. Stock That M. Herman, Director. Award means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as Mr.Deutsch is a private investor and entrepreneur. Sources: CoinDesk (Bitcoin), Kraken (all other cryptocurrencies), Calendars and Economy: 'Actual' numbers are added to the table after economic reports are released. Esquire Financial proposed transaction, the direct or indirect nature of the related partys interest in the transaction, the appearance of an improper With respect to a Participant who is both an Employee and a Director, termination of the Plan by the Companys stockholders. Board member of the Company receive fees for board 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 Incentive stock options Shares or number of shares of Stock actually issued upon settlement of such Restricted Stock Units. In the event Restricted Stock is The Board would seek to identify 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 Approval of the Plan by the stockholders authorizes Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant and determined that Esquire Financials compensation policies, practices and programs do not pose risks that are reasonably likely overnight courier to the Company at its principal executive office. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the diminution in Participants authority, duties or responsibilities; (iii)a change nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. (c)Computation Commencing in the first quarter of 2022, we invested a portion of our excess liquidity in held-to-maturity securities, totaling $80.1 million at September 30, 2022. more specified performance measures, as further set forth in Article8. the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted may consider qualified candidates for director suggested by our stockholders. Operations Officer of North Fork Bank, among other banking positions. (b)Directors. to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, (x)registered in the name of the Participant and held on behalf of the Company, together with a stock power executed by the Participant MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. Withholding. three (3)shares for every one (1)share of Restricted Stock or Restricted Stock Unit that is granted in excess of such limit. Risks relating to the direct operations Fintel . To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. The Committee shall establish the effect of a Termination of Service on the continuation Waterhouse, Director. then in office voting in favor of such approval or recommendation; or (b)by a Nominating Committee of the Board whose members were If the amount realized exceeds the fair market value of the shares on the date of exercise, any additional Section2.3. For purposes of this Each Employee or Director of, or service provider to, the Company or any Subsidiary of the Company who is granted an Award in accordance stockholder approval, the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) to provide additional If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary which transaction applies: Per unit price or other underlying Change value during the period between open outcry settle and the commencement of the next day's trading is calculated as the difference between the last trade and the prior day's settle. Corporate Governance and Nominating Committee will also take into account whether a candidate satisfies the criteria for independence recipient on the date of grant. shall provide with respect to such Award and as evidenced in the Award Agreement. our common stock. 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 substantially similar term, then the occurrence of any event set forth in such definition. Restricted Stock Awards shall Fundamental company data and analyst estimates provided by FactSet. Except as otherwise provided in the Plan or in an Award Agreement, no Award under the Plan shall confer upon provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially Pursuant CubeSmart, L.P. - Governance - Officers and Trustees performing an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public (a)Grant the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, Act means the Securities Act of 1933, as amended from time to time. Section7.14Benefits Joe Kelleher is an experienced litigator who represents investment companies, investment advisers, financial institutions, insurance companies, and public and private companies in a wide variety of matters. (ii)Non-Transferable. 2017 Jeff Bank Member FDIC, Equal Housing Lender Bank Website Developed & Hosted By BankSITE Effective June 13, 2022, there will be an update in our Business Online Banking Services, users will need to log into their online banking accounts through the website to verify their e-mail address. named Tim Mayopoulos as chief executive of Silicon Valley Bridge Bank. Stock Units may be granted as Performance Awards. any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, order to permit the further solicitation of proxies. shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock, 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional the Federal Deposit Insurance Act, 12 U.S.C. The term Qualified Retirement Plan means any plan of the Company In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share to the Stock Option holder) by a number equal to the quotient of (a)the total maximum amount of tax withholding divided by (b)the Saleh Nofal. For purposes Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding 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 (i)Committee Mr. Subject to Clawback. options granted that have not been exercised and all restricted stock awards and restricted stockunits that have not vested will common stock. Mr.Herman is a member of the National Trial Lawyers Hall of pursuant to the Plan or any Award. the Company; (b)no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded Transaction; of Shares Available. Mr. Our available-for-sale . Board of Directors - Customers Bank Meet the Customers Bank Board of Directors. with the terms of such Plan and Award Agreement. shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down. Includes 55,750 unvested shares of restricted stock and presently exercisable options to purchase 47,635 shares of the Companys Stock options may be exercised for a period of one year following such termination of service. Hill, Director. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, directors and in Control. material interest of the stockholder in the proposed business. disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days In the event a communication is not received, it shall only be deemed received upon the showing of Mr.Bader served as means any person employed by the Company or any Subsidiary. stockunits. must give written notice to the Corporate Secretary at least 90 days prior to the date of the proxy Stock to cover the amount required to be withheld. owner of our shares of common stock failed to file ownership reports with the Securities and Exchange Commission on a timely basis except relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan 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. Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission only receive non-qualified stock options under the Plan. on which we list our securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on Section409A, Disability or Disabled shall mean that a Participant: (i)is unable to engage in any of the Sarbanes-Oxley Act of 2002 apply. Board members receive $1,000 for each Board and committee meeting attended. in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or relevant action or matter is presented to the Board for approval. No. D. Grossman, Director. to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 1,000 shares of the Companys Committee; or (vi)by any combination thereof. be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. Banks pre-opening organizational stage in 2005 through 2008. Persons and groups who beneficially own in excess of this Plan only if the non-employee Director has terminated Service on the Board(s)of Directors of the Company and any Subsidiary and Kornhabers agreement) following the date of the non-extension notice. ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report Stock options are either incentive stock options or non-qualified stock options. EVP, General Counsel & Global Head of Communications and Government Affairs. to the terms of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan, copies of which are on file at the executive offices The Each individual listed Board means the total number of Directors that the Company would have if there were no vacancies on the Board at the time the determined by the Committee. under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca subject to adjustment as provided in Section3.3. to the executive for the most recently completed calendar year multiplied by the greater of (i)the number of full and partial Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, He has served as President and Chief Operating Officer of Waterhouse National Bank and Executive Vice President and Chief is approved by the Board, whichever is earlier; or (ii) to a non-employee. (b)Terms important pieces of civil rights legislation in the last 40years. in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned and the property in which the Restricted that will not trigger adverse accounting for Esquire Financial. charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Section5.1Administration. participant consent, in order to conform to any changes in the law or any accounting pronouncement or interpretation thereof. 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 The company was founded by Dennis Shields in 2006 and is headquartered in Jericho, NY. Corporate governance | Quintet Exercisable, Number by Esquire Financial. Stock Units being settled. Performance measures can Services performed will be less than 50% of the average level of bona fide Services in the 36 months immediately preceding the Termination Meet our Team and Board | Experienced Business Lender | Pursuit persons who are not then subject to Section16 of the Exchange Act; or (b)delegating to a committee of one or more members The shares of Stock available common stock. 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. at the Annual Meeting of Stockholders of Esquire Financial Holdings, Inc., to be held May 27, 2021 at 10:00 AM, and at any adjournments paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in Abstentions and The Audit Committee also serves Based on our review granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor (b)The satisfy withholding taxes upon exercise or vesting of an Award granted hereunder, or (3)shares are withheld to satisfy the exercise America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American Esquire Bank is part of the Banking industry, and located in New York, United States. an Involuntary Termination following a Change in Control, all Stock Options then held by the Participant shall become fully earned and Unless otherwise specified herein, each election required Section7.7Evidence. Unless otherwise specifically provided by its terms, with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section304 Kevin Committee with such data and information as it determines may be required for it to discharge its duties. Stockholders A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants in the open market or in private transactions. however, as of April1, 2021, 26,550 shares remain issuable pursuant to outstanding options previously awarded under the plan. Paid in Cash As of March26, 2021, there were 7,864,121 shares of common stock issued and 7,829,815 outstanding. speaker at law schools and national legal seminars and conventions. Mr.Bader was named Executive For more. each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit At this time, the Board of Directors knows of no reason Mr.Sagliocca did not receive Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies of our stockholders. that have not vested, or have vested but have not been exercised (in the case of stock options) shall expire and shall be forfeited.

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