CROSSFIRST BANKSHARES, INC.
Exhibit 10.17
2018 OMNIBUS EQUITY INCENTIVE PLAN
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Date of Grant: [[GRANTDATE]]
Number of Restricted Shares Granted: [[SHARESGRANTED]]
This Restricted Stock Award Agreement (this "Award Agreement"), is entered into on
[[GRANTDATE]], by and between CrossFirst Bankshares, Inc., a Kansas Corporation (the
"Company") and [[FIRSTNAME]] [[LASTNAME]] (the "Grantee").
RECITALS:
A. Effective October 25, 2018, the Company adopted the CrossFirst Bankshares, Inc.
2018 Omnibus Equity Incentive Plan (the "Plan") pursuant to which the Company may, from
time to time, grant Restricted Stock to eligible Service Providers of the Company and its
Affiliates.
B. The Grantee is a Service Provider of the Company or one of its Affiliates, and the
Company desires to grant to the Grantee shares of Restricted Stock of the Company on the terms
and conditions reflected in this Award Agreement, the Plan and as otherwise established by the
Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is xxxxxx acknowledged, the parties agree as follows:
Section 1. Incorporation of the Plan.
the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan, the
terms of which are incorporated herein by reference, and the powers of the Committee therein
provided. Capitalized terms used in this Award Agreement but not defined herein have the
meanings set forth in Plan.
Section 2. Grant of Restricted Stock.
Company grants to the Grantee, subject to the conditions and restrictions set forth in this Award
Agreement and in the Plan, that number of shares of Restricted Stock identified above opposite
the heading "Number of Restricted Shares Granted" (the "Restricted Shares").
Section 3. Restrictions on Transfer; Vesting Date
. Subject to any exceptions set
forth in this Award Agreement or in the Plan, the Restricted Shares or the rights relating thereto
may not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date for such Restricted Shares
identified below (the "Vesting Date"). On the Vesting Date, such restriction on transfer shall lapse
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and the Restricted Shares, if not previously forfeited pursuant to Section 4 below, will become
freely transferable under this Award Agreement and the Plan, subject only to such further
limitations on transfer, if any, as may exist under applicable law or any other agreement binding
upon Grantee. Subject to any exceptions listed in this Award Agreement or in the Plan, the
Restricted Shares shall become vested in accordance with the schedule set forth below:
Notwithstanding the foregoing, (a) if Xxxxxxx's position as a Service Provider with the Company
or any of its Affiliates is terminated by reason of the Grantee's death or Disability (and assuming
Participant continuously served as a Director on the Board through the date of such death or
Disability), the Vesting Date for all of the Restricted Shares automatically will be accelerated to
the date of Grantee's termination as a Service Provider; or (b) if Xxxxxxx’s position as a Service
Provider with the Company or any of its Affiliates is terminated prior to vesting due to the natural
termination of the Grantee’s current Board service period prior to vesting in accordance with this
Award Agreement, the unvested Restricted Shares shall instead continue to vest in accordance
with the vesting schedule shown above.
Section 4. Forfeiture Prior to Vesting
. Unless otherwise provided in this Award
Agreement or the Plan, if Xxxxxxx's position as a Service Provider with the Company or any of its
Affiliates is terminated by the Company or any such Affiliate for any reason (other than the
Grantee’s death, Disability or natural termination of Board service period), prior to the Vesting
Date for the Restricted Xxxxxx, Xxxxxxx will thereupon immediately forfeit any and all unvested
Restricted Shares, and the full ownership of such Restricted Shares and rights will revert to the
Company. Upon such forfeiture, Grantee shall have no further rights under this Award Agreement.
For purposes of this Award Agreement, the transfer of employment between the Company and any
of its Affiliates (or between Affiliates) shall not constitute a termination of the Grantee's position
as a Service Provider.
Section 5. Dividends and Voting.
payable in stock, in cash or in kind, or other distributions, declared on or with respect to any
Restricted Shares as of a record date that occurs on or after the Date of Xxxxx xxxxxxxxx and before
any transfer or forfeiture of the Restricted Shares by Xxxxxxx, provided that any such dividends
paid in cash are to be held in escrow by the Company and, such cash dividends and distributions
are to be subject to the same rights, restrictions on transfer and conditions regarding vesting and
forfeiture as the Restricted Shares with respect to which such dividends or distributions are paid
at the time of payment, and (ii) exercise all voting rights with respect to the Restricted Shares, if
the record date for the exercise of such voting rights occurs on or after the Date of Grant hereunder
and prior to any transfer or forfeiture of such Restricted Shares. In the event of forfeiture by
Grantee of any or all of the Restricted Shares or any of the equity securities distributed to Grantee
with respect thereto, Grantee shall forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company any distributions
previously paid to Grantee with respect to such Restricted Shares.
S
ection 6. No Right to Continue as a Service Provider.
Neither the Plan nor this
Award Agreement confers upon the Grantee any right to be retained in any position as an
Employee, Consultant, or Director of the Company. Further, nothing in the Plan or this Award
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Agreement shall be construed to limit the discretion of the Company to terminate the Grantee as a
Service Provider at any time, with or without Cause.
Section 7.
Compliance with Law.
to compliance by the Company and the Grantee with all applicable requirements of federal and
state securities laws and with all applicable requirements of any stock exchange on which the
Company's Shares may be listed. The Grantee understands that the Company is under no obligation
to register the Shares with the Securities and Exchange Commission, any state securities
commission, or any stock exchange to effect such compliance.
S
ection 9. Notices.
Award Agreement shall be in writing and addressed to the General Counsel and Corporate
Secretary of the Company at the Company's principal corporate office. Any notice required to be
delivered to the Grantee under this Award Agreement shall be in writing and addressed to the
Grantee at the Grantee's address as shown in the records of the Company. Either party may
designate another address in writing (or such other method approved by the Company) from time
to time.
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ection 10. Governing Law.
This Award Agreement will be construed and interpreted
in accordance with the laws of the State of Kansas without regard to conflict of law principles.
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ection 11. Adjustments.
If any change is made to the outstanding Stock or capital
structure of the Company, if required, the Restricted Shares shall be adjusted or terminated in any
manner as contemplated by the Plan.
Section 12. Amendment.
materially adverse to the Grantee only by a writing executed by the parties hereto which
specifically states that it is amending this Award Agreement.
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ection 13. Interpretation.
Any dispute regarding the interpretation of this Award
Agreement shall be submitted by the Grantee or the Company to the Committee for review. The
resolution of such dispute by the Committee shall be final and binding on the Grantee and the
Company.
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ection 14. Titles.
Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.
S
ection 15.Successors and Assigns.
The Company may assign any of its rights under this
Award Agreement. This Award Agreement will be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this
Award Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors,
administrators and the person(s) to whom the Restricted Shares may be transferred by will or the
laws of descent or distribution.
S
ection 16.Severability.
The invalidity or unenforceability of any provision of the Plan
or this Award Agreement shall not affect the validity or enforceability of any other provision of
the Plan or this Award Agreement, and each provision of the Plan and this Award Agreement shall
be severable and enforceable to the extent permitted by law.
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Section 17.
Counterparts.
each of which shall be deemed an original but all of which together will constitute one and the
same instrument. Counterpart signature pages to this Award Agreement transmitted by facsimile
transmission, by electronic mail in portable document format (.pdf), or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have
the same effect as physical delivery of the paper document bearing an original signature.
Section 18. Acceptance.
Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof,
and accepts the subject to all of the terms and conditions of the Plan and this Award Agreement.
Section 19. Entire Agreement and Binding Effect.
This Award Agreement and the
Plan constitute the entire contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or understandings (whether oral or
written and whether express or implied) that relate to the subject matter hereof. Except as
expressly stated herein to the contrary, this Award Agreement will be binding upon and inure to
the benefit of the respective heirs, legal representatives, successors and assigns of the parties
hereto.
Section 20. 409A Compliance
. Notwithstanding any provision of the Plan or this
Award Agreement to the contrary, (i) this Award Agreement shall not be amended in any manner
that would cause any amounts payable hereunder that are not subject to Code Section 409A
("Section 409A") to become subject thereto (unless they also are in compliance therewith), and the
provisions of any purported amendment that may reasonably be expected to result in such non-
compliance shall be of no force or effect with respect to this Award Agreement and (ii) the
Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right,
but shall not be required, to unilaterally amend or modify this Award Agreement to reflect the
intention that the Plan qualifies for exemption from or complies with Section 409A in a manner
that as closely as practicable achieves the original intent of this Award Agreement and with the
least reduction, if any, in overall benefit to the Grantee to comply with Section 409A on a timely
basis, which may be made on a retroactive basis, in accordance with regulations and other guidance
issued under Section 409A. Neither the Company nor the Committee makes any representation
that this Award Agreement shall be exempt from or comply with Section 409A and makes no
undertaking to preclude Section 409A from applying to this Award Agreement.
[Signature Page Follows]
Exhibit 10.17
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The parties to this Award Agreement have executed this Award Agreement as of the date
provided in the preamble to this agreement.
By:
Name:
Title:
GRANTEE
[[FIRSTNAME]] [[LASTNAME]]
