EX-10.1 5 q32021exhibit101.htm EX-10.1 q32021exhibit101
 
Table of Contents
 
1
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS
 
FIRST
 
AMENDMENT
 
TO
 
EMPLOYMENT
 
AGREEMENT
 
("Amendment")
 
is
made and
 
entered into
 
on May
 
11,
 
2021, amends
 
certain terms,
 
effective as
 
of the
 
date provided
below,
 
of that
 
employment agreement entered
 
into, by and
 
between CrossFirst Bank,
 
a state
 
bank
organized under
 
the laws
 
of the
 
State of
 
Kansas (the
 
"Company"), CrossFirst
 
Bankshares, Inc.,
 
a
Kansas
 
Corporation
 
(the
 
"Holding
 
Company"),
 
and
 
W.
 
Randall
 
Rapp
 
("Employee")
 
on
 
April
 
1,
2019 (the "Employment Agreement").
WHEREAS,
 
the
 
Company,
 
the
 
Holding
 
Company,
 
and
 
Employee
 
entered
 
into
 
the
Employment
 
Agreement for
 
the
 
purpose of
 
memorializing the
 
terms
 
of
 
Employee's employment
with the Company;
WHEREAS,
 
section
 
5.9(b)
 
of
 
the
 
Employment
 
Agreement
 
permits
 
the
 
Employment
Agreement to be
 
modified or amended by
 
a written instrument, executed by the
 
party against whom
enforcement of such amendment may be sought;
WHEREAS, Employees title has
 
changed and the
 
Company and Employee
 
desire
to
amend
·the Employment Agreement to reflect such changes;
WHEREAS,
 
section
 
3
 
of
 
the
 
Employment
 
Agreement
 
provides
 
Employee
 
with
 
certain
rights in the
 
event of a
 
termination of employment,
 
including the right
 
to receive certain
 
financial
benefits in the event of Employee's involuntary termination of employment;
WHEREAS,
 
effective
 
as
 
June
 
2,
 
2020,
 
the
 
Holding
 
Company
 
adopted
 
the
 
CrossFirst
Bankshares,
 
Inc.
 
Senior
 
Executive
 
Severance
 
Plan
 
(the
 
"Severance
 
Plan")
 
which
 
is
 
intended
 
to
provide financial protection in the event of unexpected job loss to senior executives of the Holding
Company or the Company;
WHEREAS,
 
the
 
Company,
 
the
 
Holding
 
Company,
 
and
 
Employee
 
desire
 
to
 
amend
 
the
Employment Agreement such that Employee will no longer
 
be entitled to the benefits described in
section
 
3
 
of
 
the
 
Employment Agreement,
 
but
 
instead will
 
participate in
 
the
 
Severance Plan,
 
and
effective
 
from
 
the
 
date
 
provided
 
below,
 
section
 
3
 
of
 
the
 
Employment
 
Agreement,
 
other
 
than
sections
 
3.l(c), 3.l(h), and 3.7,
 
will
 
be null and void
 
and of no application;
 
and
WHEREAS,
 
section
 
l.l(a) and
 
section 3
 
of the
 
Employment
 
Agreement
will
be amended
as provided herein.
NOW,
 
THEREFORE, effective
 
as provided
 
below,
 
the following
 
amendments are
 
hereby
made to the Employment Agreement:
1.
As
 
of the
 
date
 
hereof, section
 
1.1
 
of the
 
Employment
 
Agreement
 
is hereby
 
deleted
 
and
replaced with the following:
1.1
POSITION AND TITLE. The Company hereby hires
 
Employee to serve as the Chief
Risk and Credit 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
 
Table of Contents
 
2
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.
2.
Effective
 
upon
 
Employee's
 
participation
 
in
 
the
 
Severance
 
Plan
 
(the
 
"Effective
 
Date"),
 
all
of section
 
3 of
 
the
 
Employment
 
Agreement,
 
with
 
the exception
 
of sections
 
3. l(c),
 
3.l(h), and
 
3.7,
is null
 
and
 
void
 
and has
 
been superseded
 
by the
 
terms
 
of the
 
Severance
 
Plan,
 
such that
 
the
 
terms
of the
 
Severance
 
Plan shall
 
exclusively
 
govern the
 
rights
 
of and
 
benefits
 
available
 
to Employee
 
in
the event of a
 
termination of
 
employment.
3.
As
 
of
 
the
 
Effective
 
Date.
 
section
 
3.l(h)
 
of
 
the
 
Employment
 
Agreement
 
is
 
hereby
 
deleted
and replaced with
 
the following:
"(h)
 
''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
 
CrossFirst
 
Bankshares.
 
Inc.
 
Senior
 
Executive
 
Severance
 
Plan,
 
specifies
in
reasonable
detail the basis
 
for such resignation.
11
4.
As
 
of
 
the
 
Effective
 
Date.
 
a
 
new
 
subsection
 
3.7
 
is
 
added
 
to
 
section
 
3
 
of
 
the
 
Employment
Agreement which
 
reads as follows:
11
3.7
 
SUPERSESSION
 
OF
 
SEVERANCE
 
BENEFITS.
 
In
 
the
 
event
 
the
 
Committee
designates
 
Employee
 
as
 
a
 
participant
 
in
 
the
 
CrossFirst
 
Bankshares,
 
Inc.
 
Senior
 
Executive
Severance Plan
 
(the "Severance
 
Plan"), upon
 
such a designation
 
becoming effective,
 
the terms and
conditions
 
of the
 
Severance
 
Plan shall
 
supersede
 
the terms
 
and conditions
 
of this
 
Section
 
3, other
than
 
sections
 
3.l(c),
 
3.l(h),
 
and
 
3.7,
 
and
 
the
 
Severance
 
Plan
 
alone
 
shall
 
govern
 
and
 
control
Employee's
 
entitlement
 
to
 
severance
 
benefits,
 
the
 
amount
 
of
 
any
 
severance
 
benefits,
 
and
 
the
payment terms
 
of such severance
 
benefits.
 
 
 
 
 
 
 
 
 
 
Table of Contents
 
3
IN
WITNESS
WHEREOF,
the
 
parties hereto have executed this
 
Amendment,
on
the date
set forth above.
CROSSFIRST
 
BANKSHARES,
 
INC.
 
CROSSFIRST BANK
NAME:
 
Michael J.
 
Maddox
 
NAME:
 
Michael J.
 
Maddox
SIGNATURE:
 
/s/ Michael
 
J. Maddox
 
SIGNATURE:
 
/s/ Michael
 
J. Maddox
TITLE:
 
CEO
 
TITLE:
 
CEO
 
EMPLOYEE
NAME:
 
W. Randall Rapp
SIGNATURE:
 
/s/ W. Randall Rapp