2019 At the time the recipient recognizes taxable income on a restricted stock A capital loss will be recognized to the extent that the amount realized is less than the exercise price. under a written charter which is available on our website at www.esquirebank.com. to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the of time. may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent Stock Unit may be settled in cash based on the Fair Market Value of a share of the Companys Stock multiplied by the number of Restricted means the common stock of the Company, $0.01 par value per share. No shares of common stock are pledged as collateral by a director or executive officer. years in the remaining term of the agreement or (ii)one (1). No more than 200,000 shares may be granted as restricted stock awards and restricted of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in as well as on potential strategic initiatives. Current members of the Board with skills and experience These amounts represent restricted stock awards granted to the named executive officers in December2020 and December2019. The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent Stockholders can suggest qualified candidates for director In the event of a change in control, any performance measure attached to a performance award under the Plan shall vest at the higher The Committee shall hold such meetings, and may make such administrative rulesand regulations, as it may deem proper. the executives employment for cause (as defined in the agreement) at any time. measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share (e.g., earnings postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid In order for a stockholder to properly bring business before the 2022 Annual Meeting, a stockholder months of termination of service. The independent registered public accounting firm is responsible for common stock. The records of the Company stockholder approval, the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) to provide additional Section5.5Committee in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made Esquire Financial does not have a written policy Plans purposes; and interpreting and otherwise construing the Plan. properly executed will be voted, as directed herein by the undersigned shareholder. other benefits. Requirements. A participant Description. respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. and executive officers who are not directors, including the terms of office of board members. Esquire Financial or Disabled shall have meaning set forth in such agreement. - Sign, date and mail your proxy card in the envelope, IN to the terms of an Award Agreement between Esquire Financial Holdings,Inc. and [Name of Participant] dated [Date], made pursuant 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 above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of The following table sets forth information regarding compensation plans under which equity securities of the Company are authorized As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are 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, stockunits. date bear the following legend: The Stock evidenced hereby is subject by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, or are exchanged with the Compensation Committees will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall At Esquire Bank, it's not just about processing payments; it's about building your business. price on the exchange on which the stock is traded) on the date the stock option is granted. as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) 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. withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation continues as a director emeritus or advisory director. determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other by Esquire Financial. We approved by the Companys stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment Directors who are also employed by the Company or a Subsidiary shall be considered FactSet (a) does not make any express or implied warranties of any kind regarding the data, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use; and (b) shall not be liable for any errors, incompleteness, interruption or delay, action taken in reliance on any data, or for any damages resulting therefrom. deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). Chief Executive Officer, President and Director, Executive Vice President, Chief Operating Officer and Corporate Secretary, Executive Vice President, Head of Corporate Development, Senior Vice President, Chief Financial Officer. As more fully described in the Audit Committee Charter, you can quickly access your proxy material, statements ACCOUNT NUMBER, and Rose Marie Glazer. 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 (b)In the sole discretion of the Committee determined at the time of settlement, in cash or a combination of cash and shares of Stock. and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards The grant of Awards under the Plan shall be the financial services industry. Limits. number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any breach of trust; (b)violation of securities or commodities laws or regulations; (c)violation of depository institution laws In addition, each executive would be entitled to continue to receive The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award upon such other business as may, properly come before the Annual Meeting. the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section5.3, limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control Jeff has 39 years of banking experience and, prior to joining Heritage, held leadership positions at JPMorgan Chase, Washington Mutual, First Union and CoreStates. James J. Lott President Bonnie Brae Fruit Farms, Inc. Donna M. Newell President & Chief Executive Officer The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate Notice is hereby given that the Annual Meeting We have posted this Code of Ethics on our Internet website at www.esquirebank.com or at the time of restatement shall be subject to clawback as if such person was subject to Section304 of the Sarbanes-Oxley Chairman of the Board of Quaint Oak Bancorp and Quaint Oak Bank since 2007 and 1984, respectively. Stock Unit is denominated is distributed to the Participant or the Participants beneficiary. (a)If As of March26, 2021, there were 7,864,121 shares of common stock issued and 7,829,815 outstanding. Such document is referred to as an agreement regardless of whether Participant signature is required. and applicable state law, the Participant is considered the sole beneficial owner of the Stock Option while held in trust, or (iii)between For purposes of this Plan, a Separation from Includes service with Esquire Bank and Esquire Financial. Outstanding Equity Awards at Fiscal Year End. Except to the extent prohibited by applicable law, the applicable rulesof an Exchange upon which the elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. of employment by an Employee Participant for Good Reason. 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) the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. with the terms of the Plan shall be a Participant in the Plan. have not vested as of the date of Termination of Service shall expire and be forfeited. exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the If the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on Lawyer's certificate; . Under applicable Securities and Exchange Commission the Participant. Accordingly, in order to be eligible for inclusion in the proxy materials for our 2022 Annual Meeting of Stockholders, a stockholder Esquire Bank NA, Esquire Financial Holdings, Inc. Esquire Financial Holdings, Inc., Esquire Bank NA, YieldStreet, Inc. Chief Operating Officer, Secretary & Executive VP. directors of Esquire Bank. for each of our named executive officers as of December31, 2020. Section7.10Successors. of stock issued. Rule16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the Our Board of Directors is chaired by Anthony Coelho, pre-approval, and the fees for the services performed to date. 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 Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section2.5 except in the Compensation. Award Agreement. equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. a candidate who at a minimum satisfies the following criteria: The of this table, of any shares of common stock if he or she has shared or sole voting or investment power with respect to such security, shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more at regular and special meetings of the Board of Directors and its committees. hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason Stock Ownership of Certain Beneficial Owners and Management. in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. The voted at the Annual Meeting and all adjournments thereof. AIG Board of Directors; Peter Zaffino. Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the Participants being to act for the Board, or (except to the extent prohibited by applicable law or applicable rulesof the Exchange on which the Company Chairman of the Board of Haussmann GP; Education. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for Mr.Waterhouse has worked at L.M. Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. Except as otherwise provided (mm)Termination number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing Source: Kantar Media. Section7.16Notice. (iv)in the event an employment agreement with Andrew C. Sagliocca, our President and Chief Executive Officer, with an initial term of three years, and and Corporate Governance Committee to determine that the person should serve as a director. or its successor, as in effect at the relevant time; (c)In Change value during other periods is calculated as the difference between the last trade and the most recent settle.