Management Change/Compensation Form 8 K

(e) Adoption of Annual Incentive Plan. The Board of Directors of Esquire Financial Holdings, Inc. (the "Company") adopted the Esquire Financial Holdings, Inc. Annual Incentive Plan (the "Plan"), effective January 1, 2025, to assist the Company in its ability to motivate, attract and retain qualified employees. The Plan provides eligible employees ("Participants") with the ability to earn incentive payments based upon the extent to which specified performance goals have been achieved or exceeded for a performance period.

The Plan is in effect January 1, 2025 through December 31, 2025, and will continue to renew for successive one-year periods (each calendar year being a "Plan Year") unless otherwise terminated or modified by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company.

Officers of the Company and other key employees as recommended by the Chief Executive Officer and approved by the Committee are eligible to participate in the Plan. Each Participant will have an incentive award target, calculated as a percentage of base wages at the end of a Plan Year. Award opportunities are approved by the Committee at the beginning of each Plan Year. Performance measures may be financial or non-financial. In no event shall a Participant receive payment under the Plan that exceeds a specified percentage of the Participant's incentive target for the Plan Year, as approved by the Committee.

The Plan uses a "scorecard" structure consisting of financial and non-financial metrics as determined by the Committee from year to year, each of which metric may be weighted as determined by the Committee. Each Plan Year, the Committee will establish performance targets for each category within each metric. The threshold and maximum performance metrics will be a percentage and multiple of the target, respectively. The Committee may, in its discretion, based on the recommendation of the CEO (for Participants other than the CEO) or in absence of such recommendation, increase or decrease any payments to which a Participant would otherwise be entitled.

Awards will be paid in cash no later than March 15^th following the end of the Plan year, which is December 31 of each year. In the event of a Participant's termination of employment during the Plan Year, no award will be paid. However, if a Participant's termination is due to death, disability or retirement, the Participant, or the Participant's beneficiary, will be paid a pro-rated award. All awards made under the Plan are subject to a clawback in the event the Company is required to restate its financial statements, and will be subject to any clawback policy adopted from time to time by the Company or as required by statute.

The foregoing description of the Annual Incentive Plan is qualified in its entirety by reference to the copy of the Plan that is included as Exhibit 10.1 to this Current Report and incorporated by reference into this Item 5.02.