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Table of Contents
 
1
EMPLOYMENT AGREEMENT
THIS
 
EMPLOYMENT
 
AGREEMENT
 
(the
 
"Agreement”)
 
is
 
effective
 
as
 
of
 
July
 
12,
 
2021
(the
"Effective Date")
,
 
is by and
 
between CrossFirst Bankshares,
 
Inc. a
 
Kansas Corporation
 
(the "Company"),
and Benjamin R. Clouse ("Employee"), with reference to the following facts:
RECITALS:
The parties
 
have agreed
 
to execute
 
this Agreement
 
in order to
 
memorialize
 
the terms
 
and conditions
on which the Company shall employ Employee from and after the Effective Date of this Agreement.
Certain
 
rights
 
described
 
below
 
may
 
inure
 
to
 
the
 
benefit
 
of
 
other
 
companies
 
affiliated
 
with
 
the
Company by virtue of being controlled by the Company (“Affiliated Companies”).
AGREEMENTS:
Now, THEREFORE, the parties hereto,
 
intending to be legally bound, do hereby agree as follows:
1.
 
POSITION AND DUTIES.
1.1
 
POSITION
 
AND
 
TITLE.
 
The
 
Company
 
hereby
 
hires
 
Employee
 
to
 
serve
 
as
 
Managing
Partner, Chief Financial
 
Officer.
 
(a)
 
LIMITS
 
ON
 
AUTHORITY.
 
Employee
 
shall,
 
to
 
the
 
best
 
of
 
his
 
abilities,
 
perform
 
his
duties
 
in
 
such
 
capacity pursuant
 
to
 
this
 
Agreement
 
in
 
compliance
 
with
 
applicable
 
law,
consistent with such direction as the
 
Company
 
provides
 
to Employee
 
from
 
time
 
to time,
and
 
in
 
accordance
 
with
 
Company's
 
policies
 
and
 
procedures
 
as
 
published
 
from
 
time
 
to
time.
 
(b) REPORTING AND
 
AUTHORITY.
 
Employee shall report to the Company as
 
directed
by
 
the
 
Company.
 
Subject
 
to
 
the
 
directions
 
of
 
the
 
Company,
 
Employee
 
shall
 
have
 
full
authority and responsibility
 
for supervising and
 
managing to the
 
best of his
 
ability, the daily
affairs in his scope of work or as assigned including but not limited to: (i) presenting to
 
the
Company
 
all business
 
opportunities
 
that
 
come
 
to
 
his
 
attention
 
that
 
are
 
reasonably
 
in
 
the
scope of business of the Company; (ii) working with the Company to develop and approve
business
 
objectives,
 
policies
 
and
 
plans
 
that
 
improve
 
the
 
Company’s
 
profitability;
 
(iii)
communicating business objectives
 
and plans to
 
subordinates, (iv) ensuring that plans and
policies are
 
promulgated to
 
and implemented
 
by
 
subordinate managers,
 
(v) ensuring
 
that
each business plan
 
provides those functions
 
required for achieving
 
its business
 
objectives
and that each
 
plan is properly
 
organized, staffed
 
and directed to
 
fulfill its responsibilities,
(vi) assisting
 
the Company
 
in directing
 
periodic reviews
 
of the
 
Company's strategic
 
position
and combining
 
this information
 
with corollary
 
analysis of
 
the Company's
 
production and
financial resources, (vii)
 
providing periodic financial information
 
concerning
 
the operations
of the projects and growth plans to
 
the Company,
 
and (viii)
 
ensuring that
 
the operation
 
of
the projects comply with applicable laws.
 
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2
1.2
 
ACCEPTANCE.
 
Employee
 
hereby
 
accepts
 
employment
 
by
 
the
 
Company
 
in
 
the
capacity
 
set
 
forth in Section 1.1,
 
above, and agrees to perform
 
the duties of such position
 
from and
after the
 
Effective Date
 
of
 
this
 
Agreement
 
in
 
a
 
diligent,
 
efficient,
 
trustworthy,
 
and
 
businesslike
manner. Employee agrees that, to the best of
 
the Employee's
 
ability and experience,
 
Employee at all
times shall
 
loyally and conscientiously
 
discharge all of the
 
duties and responsibilities imposed upon
Employee pursuant to this Agreement.
1.3
 
BUSINESS TIME. Employee shall
 
devote his exclusive business
 
time to the performance
of his duties
 
to the
 
Company under
 
Section 1.1
 
and elsewhere
 
in this
 
Agreement.
 
Employee
 
shall not
undertake any
 
activities that
 
conflict with
 
or
 
significantly detract
 
from
 
his
 
primary
 
duties
 
to
 
the
Company.
1.4
 
LOCATION.
 
Employee
 
shall
 
perform
 
his
 
duties
 
under
 
this
 
Agreement
 
primarily
 
in
Leawood,
 
Kansas
 
and
 
potentially other
 
regions of
 
the
 
United States
 
where the
 
Company,
 
or
 
its
Affiliated
 
Companies,
 
are active
 
in conducting
 
banking
 
and other
 
related
 
service
 
activities.
 
Employee
acknowledges
 
and
 
agrees
 
that
 
from
 
time
 
to
 
time
 
he
 
shall
 
be
 
required
 
to
 
travel
 
(at
 
the
 
cost
 
and
expense
 
of
 
the
 
Company)
 
to
 
such
 
other
 
locations
 
in
 
order
 
to
 
discharge
 
his
 
duties
 
under
 
this
Agreement.
 
1.5
 
TERM. The term of this Agreement commenced as of the Effective Date and shall be for a
term of
 
two (2)
 
years, which term
 
shall thereafter automatically renew for successive one
 
(1) year
terms unless: i) Company
 
or Employee serve a Notice of Termination upon the
 
other party of intent
to not renew
 
the term of
 
this Agreement
 
within thirty
 
(30) days prior
 
to the ensuing
 
termination
 
date,
or ii) earlier
 
terminated
 
in accordance with Section 3, below.
1.6
 
STOCKHOLDING
 
REQUIREMENT.
 
The Board
 
of Directors
 
of the
 
Company believes
that it
 
will be
 
essential for
 
Employee to
 
participate in
 
the Company’s
 
future growth
 
as an
 
equity
stakeholder as well as
 
an employee.
 
As a condition to
 
Employee’s employment with the Company,
Employee will be required
 
to hold a minimum of
 
four hundred thousand dollars
 
($400,000) worth
of Company stock (“Required Stock”).
 
As a condition of Employee’s
 
continued employment with
the Company,
 
Employee shall not sell
 
or transfer any Required
 
Stock without the prior
 
consent of
the Compensation Committee
 
of the Board
 
of Directors (the
 
“Compensation Committee").
 
In the
event Employee
 
fails to
 
hold sufficient
 
Company stock
 
with a
 
value equal
 
to or
 
in excess
 
of the
required minimum value for
 
more than ninety (90) consecutive
 
days, and unless such requirement
is waived by the Compensation Committee, Employee
 
shall be deemed to be in material breach
 
of
this Agreement.
 
Employee will have three years from the
 
date hereof to reach the Required Stock
threshold, with equity compensation awards credited toward fulfillment of this requirement at
 
their
grant value.
 
2.
 
COMPENSATION.
 
The
 
Company
 
shall
 
compensate Employee
 
for
 
his
 
services
 
pursuant
 
to
 
this
Agreement as follows:
2.1
 
BASE COMPENSATION.
(a)
 
BASE SALARY. The Company shall pay
 
to Employee
 
an annual salary
 
in the
 
amount
 
of
 
Four
 
Hundred
 
and
 
Twenty
 
Thousand
 
Dollars
 
("Base
 
Salary"),
 
payable
 
in
periodic installments in accordance with the Company's regular payroll practices as in
 
effect
 
from
 
time
 
to
 
time.
 
Such
 
annual
 
salary
 
shall
 
be
 
subject
 
to
 
approval
 
by
 
the
Compensation Committee.
 
In addition, such annual salary is subject to periodic increases,
in such
 
amounts (if any)
 
as the
 
Company may determine
 
to be
 
appropriate, at the
 
time of
Employee's annual review pursuant
 
to Section 2.1(b), below, or at such other times (if any)
as the Company may select.
 
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3
(b)
 
PERIODIC REVIEWS. The
 
Company shall review
 
Employee's performance
 
of his
duties
 
pursuant
 
to
 
this
 
Agreement
 
at
 
least
 
annually
 
and
 
from
 
time
 
to
 
time
 
and
 
advise
Employee
 
of
 
the
 
results
 
of
 
that
 
review.
 
In
 
connection
 
with
 
each
 
such
 
review,
 
the
Company
 
shall
 
evaluate
 
whether
 
any
 
increase
 
in
 
Employee's
 
compensation
 
under
Section
 
2.1(a), above,
 
is appropriate.
 
Any annual
 
salary increase
 
shall be
 
effective
 
as of
such date as the Company, in its discretion,
 
determines to be appropriate.
 
2.2
 
BONUSES.
 
(a)
 
CRITERIA.
 
Employee
 
shall
 
be
 
eligible
 
to
 
receive
 
periodic
 
incentive
 
bonuses
under the Company’s
 
Incentive Plan (the
 
"Bonuses") in such
 
amounts, if any,
 
and at such
times
 
as
 
may
 
be
 
determined
 
by
 
the
 
Compensation
 
Committee,
 
in
 
its
 
sole
 
discretion.
 
Employee’s bonus
 
opportunity shall be
 
50% of Employee’s
 
Base Salary.
 
By no later than
March 15th
 
of each
 
year, the Compensation
 
Committee will
 
define the
 
terms and
 
conditions
of
 
such
 
Bonuses
 
for
 
Employee
 
for
 
the
 
year
 
based
 
upon
 
reasonable,
 
measurable
 
and
obtainable goals for Employee and the Company.
 
(b)
 
TIMING
 
OF
 
PAYMENT.
 
The
 
Bonus,
 
if
 
any,
 
payable
 
for
 
each
 
calendar
 
year
during
 
the
 
term of this Agreement shall
 
be payable on or before March 15
st
 
of the calendar
year immediately
 
following the
 
end of the calendar year in which such Bonus is earned.
2.3
 
FRINGE BENEFITS/VACATION.
(a)
 
VACATION.
 
Employee is trusted to
 
take reasonable
 
vacation time
 
when needed.
Employee will not
 
receive compensation upon
 
termination or credit
 
in future
 
calendar years
for any unused vacation time.
 
(b)
 
OTHER
 
FRINGE
 
BENEFITS.
 
Employee
 
shall
 
be
 
eligible
 
to
 
participate,
 
on
 
the
same terms
 
and conditions
 
as all
 
other employees
 
of the
 
Company,
 
in all
 
reasonable and
customary fringe
 
benefit plans
 
made available
 
to the
 
employees of
 
the Company
 
and its
Affiliated
 
Companies,
 
including
 
but
 
not
 
limited
 
to,
 
Group
 
Health
 
Insurance
 
(medical,
vision and dental) and Long and Short Term
 
Disability Insurance.
 
(c)
 
MOBILE
 
COMMUNICATIONS.
 
The
 
Company
 
at
 
its
 
expense
 
shall
 
provide
Employee
 
with
 
iPhones
 
and
 
iPads
 
and
 
data
 
plan
 
for
 
his
 
use
 
in
 
connection
 
with
 
the
Company’s
 
business with a
 
provider acceptable to
 
the Company.
 
Employee shall use
 
and
maintain such devises in a reasonable manner.
 
The Company shall pay for the purchase of
such initial devices
 
for Employee’s
 
use and a
 
replacement when such
 
devices are eligible
for full replacement under Employee’s data plan.
(d)
 
AUTOMOBILE
 
ALLOWANCE.
 
The
 
Company
 
shall
 
provide
 
Employee
 
with
 
an
automobile allowance
 
of $600
 
per month,
 
prorated for
 
partial months
 
worked, which
 
shall
be in lieu of any
 
expense reimbursement for automobile or
 
automobile-related expenditures
(other
 
than
 
expenditures
 
for
 
car
 
service
 
or
 
other
 
transportation
 
costs
 
associated
 
with
Employee's
 
business
 
travel,
 
which
 
shall
 
be
 
reimbursed
 
in
 
accordance
 
with
 
the
 
terms
 
of
Section 2.4, below) or use of a Company owned or leased vehicle.
2.4
 
REIMBURSEMENT
 
OF
 
EXPENSES.
 
The
 
Company
 
shall
 
reimburse
 
Employee
 
for
business
 
expenses
 
incurred
 
by
 
Employee
 
in
 
the
 
performance
 
of
 
his
 
duties,
 
provided
 
that
 
such
expenses
 
are
 
authorized
 
under
 
the
 
Company’s
 
Expense
 
Reimbursement
 
policy,
 
in
 
reasonable
amounts,
 
incurred
 
for
 
ordinary
 
and
 
necessary
 
Company-related
 
business
 
expenses
 
and
 
are
supported by itemized accountings and expense receipts
 
that are timely submitted to the Company
prior to any reimbursement.
 
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4
2.5
 
EQUITY INCENTIVE PLAN.
 
As an active
 
key employee in
 
Company and its
 
affiliates,
Employee
 
shall
 
have
 
the
 
right
 
to
 
participate
 
in
 
the
 
current
 
CrossFirst
 
Bankshares,
 
Inc.
 
2018
Omnibus Equity Incentive Plan, (the “Equity Incentive Plan”) for certain eligible key employees,
 
a
copy of which
 
has been provided
 
by Employer.
 
As a part
 
of Employee’s
 
compensation under this
Agreement, Employee shall have the right to participate in
 
the Equity Incentive Plan as determined
by
 
the
 
Committee,
 
subject
 
to
 
vesting
 
and
 
other
 
rights
 
described
 
in
 
the
 
Equity
 
Incentive
 
Plan
 
or
approved
 
by
 
the
 
Compensation
 
Committee.
 
Employee’s
 
rights
 
in
 
any
 
equity
 
may
 
change
 
in
accordance with the
 
provisions of the
 
Equity Incentive Plan.
 
The Committee reserves the
 
right, in
its
 
sole
 
discretion
 
and
 
at
 
any
 
time,
 
to
 
change
 
the
 
type
 
of
 
equity
 
incentive
 
awards
 
granted
 
to
Employee, provided that
 
the Committee shall
 
only grant to
 
Employee awards which
 
may be granted
under the
 
terms of
 
the Equity
 
Incentive Plan.
 
For 2021,
 
Employee will
 
receive a
 
grant of
 
5,000 time-
based restricted stock
 
units that vest in
 
one third increments
 
over the next
 
three years and
 
25,000 stock settled
appreciation rights
 
that will vest
 
on each
 
anniversary of the
 
date of
 
grant in
 
installments over a
 
seven-year
period
 
in
 
equal
 
tranches
 
at
 
the
 
Company’s
 
July
 
2021
 
Compensation
 
Committee
 
meeting.
 
You
 
will
 
be
eligible for additional awards under
 
the Equity Incentive Plan in
 
2022 with a target opportunity
 
of
40% of your Base Salary
3.
 
TERMINATION
 
.
 
3.1.
 
DEFINTIONS. For purposes of this Agreement, the term:
(a)
“DATE
 
OF
 
TERMINATION”
 
or
 
"TERMINATION
 
DATE"
 
shall
 
mean
 
the
 
date
specified in a Notice of Termination (as defined
 
below).
(b)
"NOTICE
 
OF
 
TERMINATION"
 
shall
 
mean
 
a
 
written
 
notice,
 
which
 
includes
 
the
effective Date of Termination and (i)
 
if delivered by
 
the Company in
 
connection with the
Company's decision to terminate Employee's employment
 
with the Company,
 
sets forth
in
 
reasonable
 
detail
 
the
 
reason
 
for
 
termination
 
of
 
Employee's
 
employment,
 
or
 
(ii)
 
if
delivered by Employee
 
in connection with
 
a Constructive Termination
 
(as such term
 
is
defined
 
in
 
the
 
Severance
 
Plan
 
(as
 
defined
 
in
 
Section
 
3.1(c)
 
below)),
 
specifies
 
in
reasonable detail the basis for such resignation.
(c)
"SEVERANCE
 
PLAN"
 
shall
 
mean
 
the
 
CrossFirst
 
Bankshares,
 
Inc.
 
Senior
 
Executive
Severance Plan.
3.2.
 
TERMINATION
 
BY EMPLOYEE
 
OR COMPANY
 
DUE TO DEATH
 
OR DISABILITY.
If
 
the
 
Company
 
terminates
 
Employee
 
during
 
the
 
term
 
of
 
this
 
Agreement
 
due
 
to
 
death
 
or
Disability
 
or
 
Employee
 
terminates
 
this
 
Agreement
 
due
 
to
 
Disability
 
then
 
following
 
such
termination the Company shall pay to Employee or Employee’s legal
 
representative:
(a)
 
ACCRUED OBLIGATION.
 
A lump
 
sum cash
 
payment equal
 
to Employee’s
 
accrued,
earned
 
but
 
unpaid
 
compensation
 
and
 
bonuses
 
for
 
the
 
period
 
ending
 
on
 
the
 
Date
 
of
Termination,
 
provided,
 
that
 
such
 
payment
 
shall
 
not
 
include
 
any
 
potential
 
or
 
unearned
bonuses or any other
 
potential or unearned or benefits
 
("Accrued Obligations") shall be
made on the sixtieth (60
th
) day following the Employee’s Date of Termination;
 
and
(b)
 
COBRA
 
PAYMENT.
 
A
 
lump
 
sum
 
cash
 
payment
 
equal
 
to
 
twelve
 
(12)
 
times
 
the
Company-paid portion of the
 
monthly COBRA continuation premium
 
for Employee and
his eligible dependents, if any, for COBRA continuation
 
coverage under the Company's
health,
 
vision
 
and
 
dental
 
plans
 
in
 
effect
 
as
 
of
 
Employee's
 
Date
 
of
 
Termination
 
due
 
to
Disability or
 
death. Such
 
amount will
 
include the
 
Company paid
 
portion of
 
the cost
 
of
the premiums for coverage
 
of Employee's dependents if,
 
and only to the
 
extent that, such
dependents were
 
enrolled in
 
a health,
 
vision or
 
dental plan
 
sponsored by
 
the Company
before the Date of Termination.
 
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5
For purposes of this Agreement, "Disability" shall have the meaning ascribed in the Severance Plan
3.3
 
OTHER
 
TERMINATIONS.
 
In
 
the
 
case
 
of
 
a
 
termination
 
for
 
any
 
reason
 
other
 
than
Employee's death or
 
Disability,
 
Employee shall only
 
be entitled to
 
those severance benefits,
 
if any,
provided for under the Severance Plan ("Severance Payments").
3.4
 
CONDITIONAL NATURE
 
OF
 
SEVERANCE
 
PAYMENTS.
 
Notwithstanding
 
any
 
other
provision of this Section 3 or any other provision of this Agreement to the contrary:
(a)
 
NONSOLICITATION.
 
Employee
 
understands
 
and
 
agrees
 
that
 
because
 
of
 
his
employment with the Company that he will
 
acquire or have access to certain information
 
of
a
 
confidential
 
and
 
secret
 
nature
 
derived
 
from
 
the
 
operations
 
of
 
the
 
Company’s
 
and
 
its
Affiliated
 
Companies’
 
business.
 
Employee
 
further
 
understands
 
and
 
agrees
 
that
 
all
correspondence,
 
customer
 
and
 
investor
 
lists
 
and
 
information,
 
loan
 
pricing
 
techniques,
underwriting
 
methods,
 
systems
 
and
 
products
 
of
 
the
 
Company
 
are
 
confidential
 
and
 
trade
secrets
 
(“Confidential
 
Information”)
 
and
 
the
 
disclosure
 
or
 
unauthorized
 
use
 
of
 
such
information would
 
be detrimental
 
to the
 
Company.
 
Employee understands
 
and agrees
 
that
the
 
nature
 
of
 
the
 
Company's
 
business
 
is
 
such
 
that
 
if
 
Employee
 
were
 
to
 
directly
 
solicit,
interfere with,
 
or attempt
 
to interfere
 
with any
 
of the
 
Company’s
 
customer relationships
 
or
to
 
directly
 
or
 
indirectly
 
solicit,
 
interfere
 
with,
 
or
 
attempt
 
to
 
interfere
 
with
 
any
 
of
 
the
Company’s other employees’ relationships that existed at Employee’s Termination Date and
during
 
the
 
one
 
(1)
 
year
 
period
 
following
 
the
 
termination
 
of
 
Employee's
 
employment
with the
 
Company, then it
 
would be
 
injurious
 
to the
 
Company.
 
Therefore
 
in consideration
of
 
the
 
Employee
 
and
 
the
 
Company
 
complying
 
with
 
the
 
terms
 
of
 
his
 
employment,
 
and
subject
 
to
 
the
 
condition
 
precedent
 
of
 
the
 
Company
 
timely
 
providing
 
Employee
 
the
payments
 
called
 
for
 
hereu
 
nder,
 
Employee
 
agrees:
(i)
 
that,
 
without
 
the
 
prior
 
written
 
consent
 
of
 
the
 
Company,
 
he
 
will
 
not
directly
 
or
 
indirectly
 
solicit
 
interfere
 
with
 
or
 
attempt
 
to
 
interfere
 
with
 
any
 
of
 
the
Company’s
 
customer
 
relationships
 
or
 
other
 
employee
 
relationships
 
that
 
existed
 
at
Employee’s
 
Termination
 
Date
 
and
 
during
 
the
 
one
 
(1)
 
year
 
period
 
of
 
time
thereafter;
(ii)
 
to
 
assist
 
in
 
the
 
avoidance
 
of
 
the
 
unauthorized
 
disclosure
 
of
 
the
Company's
 
Confidential
 
Information, in addition to
 
other remedies available to
 
the
Company
 
and
 
its
 
Affiliated
 
Companies,
 
Employee
 
will
 
not,
 
and
 
understands
 
and
agrees that his right to receive the severance consideration described in Sections 3.2
and
 
3.3
 
above
 
(to
 
the
 
extent
 
Employee
 
is
 
otherwise
 
entitled
 
to
 
such
 
payments
thereunder)
 
shall
 
be
 
conditioned
 
upon
 
Employee
 
not:
 
i)
 
directly
 
or
 
indirectly
engaging
 
in
 
(whether
 
as
 
an
 
employee,
 
consultant,
 
agent,
 
proprietor,
 
principal,
partner,
 
stockholder,
 
corporate
 
officer,
 
director
 
or
 
otherwise);
 
or
 
ii)
 
acquiring
 
any
ownership
 
interest
 
in
 
or
 
participating
 
in
 
the
 
financing,
 
operation,
 
management
 
or
control
 
of, any
 
person,
 
firm, corporation
 
or business
 
that directly
 
or indirectly
 
solicits,
interferes
 
with
 
or
 
attempts
 
to
 
interfere
 
with
 
any
 
of
 
the
 
Company’s
 
customer
relationships or
 
other employee
 
relationships that
 
existed at
 
Employee’s Termination
Date in
 
any Metropolitan
 
Statistical Area
 
as defined
 
from time
 
to time
 
by the
 
U.S.
Office
 
of
 
Management
 
and
 
Budget,
 
Bureau
 
of
 
Labor
 
Statistics,
 
in
 
which
 
the
Company
 
or its successor
 
owns controlling voting
 
interest in any
 
banking or other
financial institution as such
 
banking or other financial
 
institutions are controlled by
the Company or
 
its Affiliated Companies
 
upon Employee’s
 
Termination
 
Date. The
limitation
 
upon
 
Employee’s
 
ownership
 
of
 
outstanding
 
shares
 
or
 
other
 
units
 
of
ownership shall be
 
excluded from this Section
 
3.4, provided such ownership
 
is less
than five (5) percent in any publicly-traded bank or financial institution;
 
(iii)
 
without the prior
 
written consent of
 
the Company, Employee will not solicit,
directly
 
or
 
indirectly,
 
actively
 
or
 
inactively,
 
the
 
employees
 
or
 
independent
 
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6
contractors of the Company to become
 
employees or independent contractors of any
person,
 
firm,
 
corporation,
 
business,
 
or
 
banking
 
or
 
other
 
financial
 
institution
 
that
directly
 
or
 
indirectly
 
competes
 
with
 
the
 
Company
 
or
 
solicits,
 
interferes
 
with,
 
or
attempts to interfere with the Company’s customers; and,
(iv)
 
on or
 
before the
 
Date of
 
Termination
,
Employee shall
 
return to
 
Company,
all records,
 
lists, compositions,
 
documents and
 
other items
 
which contain,
 
disclose
and/or
 
embody
 
any
 
Confidential
 
Information
 
(including,
 
without
 
limitation,
 
all
copies,
 
reproductions,
 
summaries
 
and
 
notes
 
of
 
the
 
contents
 
thereof,
 
expressly
including
 
all electronically
 
stored
 
data,
 
wherever
 
stored),
 
regardless
 
of
 
the
 
person
causing the
 
same to be
 
in such
 
form, and
 
Employee will
 
certify that
 
the provisions
of this paragraph have been complied with.
If
 
Employee
 
violates
 
any
 
restriction
 
described
 
in
 
Section
 
3.4(a),
 
then
 
all
 
Severance
Payments
 
and
 
consideration
 
to which
 
Employee
 
otherwise may be entitled under Section
3.2 and 3.3 above,
 
as applicable, thereupon shall
 
cease and Employee shall
 
promptly return
to
 
the
 
Company
 
all severance
 
payments
 
received
 
and
 
other
 
severance
 
benefits
 
theretofore
incurred by Company for Employee’s benefit. The
 
Company agrees that nothing
 
herein shall
preclude Employee
 
from retaining
 
copies of
 
his calendar,
 
contact list
 
or documents
 
related
to
 
his
 
investment
 
in
 
Company
 
or
 
responsibilities
 
as
 
a
 
director
 
to
 
Company,
 
and
 
that
Employee
 
shall
 
be entitled
 
to
 
freely offer
 
employment
 
references
 
to
 
the
 
Company’s
 
other
current or former employees.
(b)
 
OTHER
 
EMPLOYMENT.
 
In
 
the
 
event
 
Employee
 
becomes
 
employed
 
as
 
an
employee
 
or
 
consultant
 
for
 
a
 
company
 
that
 
provides
 
banking
 
services
 
similar
 
to
 
services
provided
 
by
 
the
 
Company
 
or
 
its
 
Affiliated
 
Companies
 
in
 
a
 
Metropolitan
 
Statistical
 
Area,
described in Section
 
3.4(a)(ii), above, Employee
 
shall not be
 
entitled to receive
 
any further
amount of the
 
severance consideration described
 
in Sections 3.2
 
and 3.3 above,
 
subsequent
to the date
 
of such employment.
 
Employee acknowledges
 
that this limitation
 
is fair to
 
both
Employee
 
and
 
the
 
Company
 
and
 
does
 
not
 
in
 
any
 
way
 
restrain
 
employee
 
from
 
exercising
Employees lawful profession, trade or business.
(c)
 
GENERAL RELEASE.
 
Employee shall not be entitled to
 
receive any benefits upon
termination of
 
employment described
 
in this
 
Section 3
 
(including any
 
Severance Payments
under the
 
Severance Plan
 
or described
 
in Section
 
3.2 above)
 
unless
 
prior
 
to
 
receiving
 
the
same
 
Employee
 
executes
 
a
 
release
 
pursuant
 
to
 
Section
 
9
 
of
 
the
 
Severance
 
Plan,
 
as
applicable, or
 
a general
 
release of
 
all known
 
claims against
 
the Company
 
and its
 
directors,
officers, employees, stockholders, and other agents and their respective insurers, successors,
and assigns, of all claims arising from or in any way
 
relating to Employee's employment
 
by
the
 
Company
 
or
 
the
 
termination
 
of
 
that
 
employment,
 
provided
 
that
 
such
 
release
 
shall
 
not
extend to
 
(i) any
 
claims for
 
benefits under
 
any qualified
 
retirement plan
 
maintained by
 
the
Company,
 
(ii) any
 
claims for
 
governmental unemployment
 
benefits, or
 
(iii) any
 
claims for
workers
 
compensation
 
benefits;
 
(iv)
 
Employee’s
 
rights,
 
if
 
any,
 
under
 
the
 
Plan,
 
(v)
Employee’s rights, if any, as an owner of
 
any Shares of the
 
Company, (vi) Employee’s rights
under this
 
Agreement, or
 
(vii) Employee's
 
right to
 
receive indemnification
 
from the
 
Company
under
 
applicable
 
provisions
 
of
 
the
 
law
 
of
 
the
 
State
 
where
 
Employee
 
is
 
employed
 
or
 
the
articles of
 
organization,
 
articles of
 
incorporation, By
 
Laws or
 
Operating Agreement
 
of the
Company or its Affiliated Companies, as the case may be.
3.5
 
EQUITABLE
 
REMEDIES.
 
Employee
 
acknowledges
 
that
 
irreparable
 
harm
 
will
 
result
 
to
 
the
Company in the event
 
of a material breach
 
by Employee of any
 
of the covenants contained
 
in Section
3.4.
 
Employee agrees
 
that, in the
 
event of
 
such a
 
breach and in
 
addition to any
 
other legal
 
or equitable
remedies
 
available
 
to
 
the
 
Company,
 
the
 
Company
 
will
 
be
 
entitled
 
to
 
specific
 
performance
 
of
 
the
covenants in
 
Section 3.4;
 
to an
 
injunction to
 
restrain the
 
violation of
 
such covenants
 
by Employee
and all other persons acting for or
 
with Employee; or to both specific
 
performance and an injunction.
 
Employee further agrees that, in the
 
event the Company brings an action for
 
the enforcement of any
 
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7
of those
 
covenants, and
 
if the
 
court finds
 
any part
 
of the
 
covenant unreasonable
 
as to
 
time, area
 
or
activity covered,
 
then the
 
court shall
 
make a finding
 
as to
 
what is
 
reasonable and
 
shall enforce
 
this
Agreement by judgment or decree to the extent of such findings.
4.
 
MISCELLANEOUS
4.1
 
NOTICES.
 
All
 
notices
 
permitted
 
or
 
required
 
by
 
this
 
Agreement
 
shall
 
be
 
in
 
writing,
and
 
shall
 
be deemed to have
 
been delivered and received
 
(i) when personally delivered,
 
or (ii) on
the
 
third
 
(3
rd
)
 
business
 
day
 
after
 
the
 
date
 
on
 
which
 
deposited
 
in
 
the
 
United
 
States
 
mail,
 
postage
prepaid,
 
certified
 
or
 
registered
 
mail,
 
return
 
receipt
 
requested,
 
or
 
(iii)
 
on
 
the
 
date
 
on
 
which
transmitted by
 
other electronic
 
means generating
 
a receipt
 
confirming a
 
successful transmission
provided that
on that same
 
date a copy
 
of such notice is
 
deposited in the United
 
States mail, postage
prepaid, certified or
 
registered mail, return
 
receipt requested), or (iv) on the next business day after
the
 
date
 
on
 
which
 
deposited
 
with
 
a
 
regulated
 
public
 
carrier
 
(e.g.,
 
Federal
 
Express)
 
designating
overnight delivery service
 
with a return
 
receipt requested or
 
equivalent thereof
 
administered
 
by such
regulated public carrier, freight prepaid, and
 
addressed in a
 
sealed envelope to the
 
party for whom
intended at the address
 
appearing on the signature
 
page of this Agreement
 
(if to the Company to the
attention
 
of the
 
Secretary
 
of the
 
Company
 
and if
 
to the
 
Employee
 
to the
 
attention
 
of the
 
Employee),
 
or
such
 
other
 
address
 
or
 
facsimile
 
number,
 
notice
 
of
 
which
 
is
 
given
 
in
 
a
 
manner
 
permitted
 
by
 
this
Section 4.1.
4.2
 
EFFECT ON OTHER
 
REMEDIES. Nothing in this
 
Agreement is intended
 
to preclude, and
no
 
provision of
 
this Agreement
 
shall be
 
construed to
 
preclude, the
 
exercise of
 
any
 
other right
 
or
remedy which the Company or Employee may
 
have by reason
 
of the other's
 
breach of obligations
under this Agreement.
4.3
 
BINDING ON
 
SUCCESSORS;
 
ASSIGNMENT.
 
This Agreement
 
shall be
 
binding upon,
and inure
 
to the benefit
 
of, each of
 
the parties hereto,
 
as well as
 
their respective heirs,
 
successors,
assigns, and personal representatives.
4.4
 
GOVERNING LAW,
 
JURISDICTION AND VENUE. This Agreement shall be construed
in
 
accordance
 
with
 
and
 
shall
 
be
 
governed
 
by
 
the
 
laws
 
of
 
the
 
State
 
of
 
Kansas,
 
without
 
regard
 
to
conflict of law principles. Each
 
party consents
 
to the jurisdiction
 
of the courts
 
of the State
 
of Kansas
as
 
the
 
exclusive jurisdiction
 
for
 
the
 
purposes of
 
construing or
 
enforcing
 
this
 
Agreement
 
and
 
the
venue of the District Court of the State of Kansas in Johnson, County,
 
Kansas and that any dispute
relating to this Agreement shall be brought in
 
the District Court of the State of Kansas in
 
Johnson,
County, Kansas.
4.5
 
SEVERABILITY.
 
If any of the
 
provisions of this Agreement
 
shall otherwise contravene or
be invalid
 
under the
 
laws of
 
any state,
 
country
 
or other
 
jurisdiction
 
where
 
this Agreement
 
is applicable
but for such contravention or invalidity, such
 
contravention or
 
invalidity shall not invalidate all of
the provisions of this Agreement but rather it shall be construed, insofar as the laws of that state or
other jurisdiction are concerned, as
 
not containing
 
the provision
 
or provisions
 
contravening
 
or invalid
under the laws of that state or
 
jurisdiction,
 
and
 
the
 
rights
 
and
 
obligations
 
created
 
hereby
 
shall
 
be
construed and enforced accordingly.
4.6
 
COUNTERPARTS.
 
This Agreement may be executed in counterparts, each of which shall
be deemed an
 
original
 
and all of
 
which, taken
 
together, shall
 
be one and
 
the same
 
instrument,
 
binding
on all
 
the signatories.
 
4.7
 
FURTHER ASSURANCES. Each party agrees,
 
upon the request
 
of another party, to make,
execute, and
 
deliver, and to
 
take such additional
 
steps as may
 
be necessary
 
to effectuate
 
the purposes
of this Agreement.
 
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8
4.8
 
REASONABLE VERIFICATION.
 
Company agrees that
 
Employee shall have
 
reasonable
access to
 
the Company's
 
books and
 
records in
 
order to
 
verify the
 
accuracy of
 
Bonus calculations
that may be necessary following termination.
4.9
 
ENTIRE
 
AGREEMENT;
 
AMENDMENT.
 
This
 
Agreement
 
(a)
 
represents
 
the
entire
 
understanding
 
of the
 
parties with
 
respect to
 
the
 
subject matter
 
hereof,
 
and supersedes
 
all
prior and contemporaneous
 
understandings,
 
whether
 
written
 
or oral,
 
regarding
 
the
 
subject
 
matter
 
hereof,
and
 
(b)
 
may
 
not
 
be modified
 
or amended,
 
except
 
by a
 
written
 
instrument,
 
executed
 
by the
 
party against
whom enforcement
 
of such amendment may be sought.
 
4.10
 
TAXES.
 
(a)
 
Anything to
 
the contrary notwithstanding,
 
all payments made
 
by the Company
 
to
Employee or Employee’s estate or beneficiaries
 
will be subject to
 
tax withholding pursuant
to any
 
applicable laws or
 
regulations.
 
Employee will
 
be solely
 
liable and
 
responsible for
the
 
payment
 
of
 
taxes
 
arising
 
as
 
a
 
result
 
of
 
any
 
payment
 
hereunder
 
including
 
without
limitation any unexpected or adverse tax consequence.
 
(b)
 
This Agreement
 
is intended
 
to comply
 
with the
 
requirements of
 
Code Section
 
409A
(“Section 409A”).
 
Accordingly,
 
all provisions
 
herein, or
 
incorporated by
 
reference, shall
be construed and interpreted to comply with Section 409A
 
and if necessary, any
 
provision
shall be held
 
null and void
 
to the extent
 
such provision (or
 
part thereof) fails
 
to comply with
Section 409A or regulations thereunder.
 
(c)
 
If Employee is
 
a specified
 
employee (within
 
the meaning of
 
Code Section 409A)
at
 
the
 
time
 
Employee
 
incurs
 
a
 
separation
 
from
 
service
 
(within
 
the
 
meaning
 
of
 
Section
409A),
 
then
 
to
 
the
 
extent
 
necessary
 
to
 
comply
 
with
 
Code
 
Section
 
409A
 
and
 
avoid
 
the
imposition
 
of
 
taxes
 
under
 
Code
 
Section
 
409A,
 
the
 
payment
 
of
 
certain
 
benefits
 
owed
 
to
Employee
 
under
 
this
 
Agreement
 
will
 
be
 
delayed
 
and
 
instead
 
paid
 
(without
 
interest)
 
to
Employee
 
upon
 
the
 
earlier
 
of
 
the
 
first
 
business
 
day
 
of
 
the
 
seventh
 
month
 
following
Employee’s separation from service or death.
(d)
 
The
 
Company
 
and
 
Employee
 
agree
 
that,
 
for
 
purposes
 
of
 
the
 
limitations
 
on
nonqualified deferred
 
compensation under
 
Section 409A,
 
each payment
 
of compensation
under this Agreement shall be treated as a separate payment of
 
compensation for purposes
of applying Section 409A
 
deferral election rules and
 
the exclusion from Section
 
409A for
certain
 
short-term
 
deferral
 
amounts.
 
The
 
Company
 
and
 
Employee
 
also
 
agree
 
that
 
any
amounts
 
payable
 
solely
 
on
 
account
 
of
 
an
 
involuntary
 
separation
 
from
 
service
 
of
 
the
Executive within
 
the meaning of
 
Section 409A shall
 
be excludible from
 
the requirements
of
 
Section
 
409A,
 
either
 
as
 
involuntary
 
separation
 
pay
 
or
 
as
 
short-term
 
deferral
 
amounts
(e.g., amounts payable under the schedule prior
 
to March 15 of the calendar
 
year following
the calendar year of involuntary separation) to the maximum possible extent.
 
(e)
 
Notwithstanding
 
anything to
 
the
 
contrary
 
in
 
this
 
Agreement,
 
all
 
reimbursements
and
 
in
 
kind
 
benefits
 
provided
 
under
 
this
 
Agreement
 
shall
 
be
 
made
 
or
 
provided
 
in
accordance
 
with
 
the
 
requirements
 
of
 
Section
 
409A,
 
including,
 
where
 
applicable,
 
the
requirement that (i)
 
any reimbursement is
 
for expenses incurred
 
during the period
 
of time
specified in this
 
Agreement, (ii) the
 
amount of expenses
 
eligible for reimbursement,
 
or in
kind
 
benefits
 
provided,
 
during
 
a
 
calendar
 
year
 
may
 
not
 
affect
 
the
 
expenses
 
eligible
 
for
reimbursement,
 
or
 
in
 
kind
 
benefits
 
to
 
be
 
provided,
 
in
 
any
 
other
 
calendar
 
year,
 
(iii)
 
the
reimbursement of an eligible
 
expense will be made
 
no later than the
 
last day of the
 
calendar
year following
 
the year
 
in which
 
the expense
 
is incurred,
 
and (iv)
 
the right
 
to reimbursement
or in kind benefits is not subject to liquidation or exchange for another benefit.
 
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9
4.11
 
409A.
 
To
 
the
 
extent
 
that
 
any
 
payment
 
or
 
other
 
consideration
 
due
 
from
 
the
 
Company
 
to
Employee hereunder
 
would
 
trigger any
 
tax or
 
penalty under
 
Section 409A,
 
the Company
 
agrees
that it will accelerate such
 
payment or other consideration to
 
the extent allowed by law
 
in order to
eliminate such
 
tax or
 
penalty.
 
To
 
the extent
 
that any
 
payment or
 
other consideration
 
called to
 
be
made
 
under
 
this
 
Agreement
 
fails
 
to
 
meet
 
the
 
requirements
 
of
 
Section
 
409A
 
and
 
the
 
regulations
relating to
 
that statute,
 
the Company
 
shall immediately
 
pay to
 
Employee an
 
additional sum
 
equal
to any amount required to be included
 
as income as a result of such noncompliance.
 
[Signatures
 
Appear
 
on Following
 
Page]
 
 
 
 
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10
IN WITNESS WHEREOF,
 
the parties
 
hereto have
 
executed
 
this Agreement,
 
effective
 
as of the date set forth
above.
CROSSFIRST BANKSHARES, INC.
 
/s/ Michael J. Maddox
 
 
Mike Maddox,
 
President & CEO
 
BENJAMIN R. CLOUSE
 
/s/ Benjamin R. Clouse
 
Benjamin R. Clouse