PERFORMANCE SHARE AWARD

 
 
 
1
2018 OMNIBUS EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD
 
AGREEMENT
Date of Grant:
 
________________________________
Number of Performance Shares Granted:
 
________________________________
 
This Performance Share
 
Award Agreement (this "Performance Share Award Agreement"),
is entered into on ___________________________, by and between CrossFirst Bankshares, Inc.,
a Kansas Corporation (the "Company") and _________________ (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 Performance Shares 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 Performance Shares relating
 
to the Company's Shares on
the terms and conditions reflected in this Performance Share Award Agreement
 
and the Plan.
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.
 
All
 
provisions
 
of
 
this
 
Performance
 
Share
Award
 
Agreement
 
and
 
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
 
Performance
 
Share
 
Award
Agreement but not defined herein have the meanings set forth in Plan.
Section 2.
 
Grant of Performance Shares.
 
As of the Date of
 
Xxxxx identified above,
the
 
Company
 
hereby
 
grants
 
to
 
the
 
Grantee
 
and
 
credits
 
to
 
a
 
separate
 
account
 
maintained
 
on
 
the
books of the Company ("Account") that number of Performance Shares identified above opposite
the heading
 
"Number of
 
Performance Shares
 
Granted" (the
 
"Performance Shares").
 
On any
 
date
each Performance
 
Share shall
 
represent a
 
right to
 
receive a
 
percentage (which
 
may be
 
less than
100%, 100%, or more than 100%) of a
 
Share, if the applicable terms and conditions
 
are satisfied.
 
The Grantee's interest in the Account
 
shall make the Grantee only a general,
 
unsecured creditor of
the Company.
 
Unless otherwise provided
 
for in the
 
Plan, the Performance
 
Shares may not
 
be sold,
transferred,
 
gifted,
 
bequeathed,
 
pledged,
 
assigned,
 
or
 
otherwise
 
alienated
 
or
 
hypothecated,
voluntarily or
 
involuntarily.
 
The rights
 
of the
 
Grantee with
 
respect to
 
the Performance
 
Shares shall
 
2
remain forfeitable at all times prior to the date on which such rights are vested (the date on which
the Grantee's rights with respect to the Performance Shares become nonforfeitable is the "Vesting
Date").
Section 3.
 
Vesting and Settlement of
 
Performance Shares.
 
The Performance
 
Shares
may
 
be
 
settled
 
by
 
delivering
 
to
 
the
 
Grantee
 
or
 
his
 
or
 
he
r
 
B
eneficiary,
 
as
 
applicable,
 
either,
 
as
determined by the Company in
 
its sole discretion, (a) an amount
 
of cash equal to the
 
Fair Market
Value
 
of
 
a
 
Share
 
as
 
of
 
the
 
Vesting
 
Date
 
multiplied
 
by
 
the
 
number
 
of
 
Performance
 
Shares
 
that
become
 
vested
 
on
 
the
 
Vesting
 
Date,
 
or
 
(b)
 
a
 
number
 
of
 
Shares
 
equal
 
to
 
the
 
whole
 
number
 
of
Performance Shares
 
that become
 
vested on
 
the Vesting
 
Date.
 
The date
 
on which
 
the Company
pays cash or issues Shares
 
to the Grantee in connection
 
with vesting of a Performance
 
Share is the
settlement date.
Except as specifically provided
 
elsewhere under the Plan,
 
the restrictions on Performance
 
Shares
subject to this
 
Performance Share Award
 
Agreement will
 
lapse and the
 
Performance Shares
 
will
become vested in accordance with the following performance vesting terms and conditions:
[Insert Applicable Vesting
 
Terms]
Notwithstanding
 
the
 
foregoing,
 
(a)
 
the
 
Committee
 
may,
 
in
 
its
 
sole
 
discretion,
 
accelerate
 
the
Vesting
 
Date for
 
any or
 
all of
 
the Performance Shares,
 
if in
 
its judgment
 
the performance of
 
the
Grantee
 
has
 
warranted
 
such
 
acceleration
 
and/or
 
such
 
acceleration
 
is
 
in
 
the
 
best
 
interests
 
of
 
the
Company,
 
provided
 
that,
 
except
 
with
 
respect
 
to
 
Performance
 
Shares
 
granted
 
to
 
a
 
nonemployee
Director, the Vesting
 
Date may be not accelerated with respect to Performance Shares held by the
Grantee
 
for
 
less
 
than
 
a
 
year
 
from
 
the
 
Date
 
of
 
Xxxxx;
 
(b)
 
if
 
the
 
Grantee'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, the Vesting
 
Date for all of the Performance
 
Shares automatically will be accelerated
to the
 
date of
 
the Grantee's
 
termination as
 
a Service
 
Provider and
 
such Performance
 
Shares will
vest at the
 
Target
 
level of performance
 
identified above; and
 
(c) if the
 
Xxxxxxx resigns his
 
or her
position as a Service Provider with the Company or any of its Affiliates due to "Retirement" after
the
 
first
 
anniversary
 
of
 
the
 
Date
 
of
 
Grant,
 
the
 
Grantee
 
will
 
not
 
forfeit
 
any
 
of
 
the
 
Performance
Shares and instead shall vest, on the Vesting Date, in a pro rata portion of the Performance Shares
to
 
which
 
the
 
Grantee
 
would
 
have
 
been
 
entitled
 
had
 
the
 
Grantee
 
not
 
resigned
 
on
 
account
 
of
Retirement.
 
For purposes of
 
this Performance Share
 
Award Agreement, the pro rata portion
 
of the
Performance
 
Shares
 
to
 
which
 
the
 
Grantee
 
is
 
entitled
 
to
 
if
 
the
 
Grantee
 
retires
 
during
 
the
Performance Period
 
after the
 
first anniversary
 
of the
 
Grant Date
 
shall be
 
determined by
 
multiplying
the number
 
of Performance
 
Shares
 
that
 
would have
 
vested
 
had
 
the
 
Grantee
 
remained a
 
Service
Provider for
 
the entire
 
Performance Period
 
by a
 
fraction, the
 
numerator of
 
which is
 
the total
 
number
of
 
days
 
during
 
the
 
Performance
 
Period
 
for
 
which
 
the
 
Grantee
 
was
 
a
 
Service
 
Provider
 
and
 
the
denominator of
 
which is
 
the total
 
number of
 
days in
 
the Performance
 
Period.
 
Furthermore, for
purposes
 
of
 
this
 
Performance
 
Share
 
Award
 
Agreement,
 
"Retirement"
 
means
 
the
 
Grantee
voluntarily
 
resigning
 
his
 
or
 
her
 
position
 
as
 
a
 
Service
 
Provider
 
after
 
(i)
 
attaining
 
age
 
55,
 
(ii)
providing 10
 
years of
 
service to
 
the Company
 
or its
 
Affiliates (for
 
purposes of
 
this Performance
 
 
 
3
Share Award
 
Agreement,
 
a
 
"year of
 
service"
 
is
 
a
 
consecutive 365
 
day
 
period
 
during
 
which
 
the
Xxxxxxx served as a Service Provider),
 
and (iii) six months have elapsed from
 
the date the Grantee
provided the General Counsel and Corporate Secretary of the Company, or his or her designee(s),
with advance written notice of the Xxxxxxx's intent to resign due to Retirement.
Payment of the cash and/or Shares following the Vesting
 
Date shall be made by the Company to
the Grantee within the 60 day period following the Vesting
 
Date.
Section 4.
 
Cancellation of
 
Performance Shares.
 
Unless otherwise
 
provided in
 
this
Section 4 or in the Plan, if, prior to the
 
Vesting
 
Date, the Grantee's position as a Service Provider
to the Company
 
or any of
 
its Affiliates is
 
terminated for any
 
reason (other than
 
the Grantee's death,
Disability,
 
or Retirement) or
 
no reason,
 
the Grantee
 
shall thereupon
 
immediately forfeit
 
any and
all unvested Performance Shares,
 
all such unvested Performance
 
Shares shall be cancelled and
 
the
Grantee
 
shall
 
have
 
no
 
further
 
rights
 
under
 
this
 
Performance
 
Share
 
Award
 
Agreement.
 
For
purposes of
 
this Performance
 
Share Award
 
Agreement, the
 
transfer of
 
employment between
 
the
Company and any of its Affiliates (or between
 
Affiliates) shall not constitute a termination
 
of the
Xxxxxxx's position as a Service Provider.
 
Section 5.
 
Dividends and
 
Voting.
 
Prior to
 
a Performance
 
Share's Vesting
 
Date, the
Grantee shall be
 
entitled to receive
 
Dividend Equivalent payments
 
for any dividends
 
paid by the
Company on Shares, whether payable in Stock, in cash or in
 
kind, or other distributions, declared
as of a
 
record date that occurs
 
on or after
 
the Date of Grant
 
hereunder and prior
 
to any cancellation
of such Performance Shares, provided
 
that any such Dividend
 
Equivalent payments shall be held
in escrow
 
by the
 
Company and,
 
be subject
 
to the
 
same rights,
 
restrictions on
 
transfer and
 
conditions
applicable to the underlying Performance Shares.
 
In the event of cancellation of any
 
or all of the
Performance Shares, the
 
Grantee will forfeit
 
all Dividend Equivalent
 
payments held in escrow
 
and
relating to the underlying
 
cancelled Performance Shares.
 
The Grantee will have
 
no voting rights
with respect to any of the Performance Shares.
Section 6.
 
Tax
 
Withholding.
 
The Grantee shall
 
be required to
 
pay to the
 
Company,
and
 
the
 
Company
 
shall
 
have
 
the
 
right
 
to
 
deduct
 
from
 
any
 
compensation
 
paid
 
to
 
the
 
Grantee
pursuant
 
to
 
the
 
Plan,
 
the
 
amount
 
of
 
any
 
federal,
 
state,
 
and
 
local
 
withholding
 
obligations
 
of
 
the
Company with
 
respect to
 
the Performance
 
Shares.
 
The Company
 
will not
 
deliver Shares
 
to the
Grantee under
 
this Performance
 
Share Award
 
Agreement unless
 
the Grantee
 
has remitted
 
(or in
appropriate cases
 
agrees to
 
remit) or
 
otherwise provided
 
for the
 
satisfaction of
 
any withholding
obligation.
 
Unless specifically
 
denied by
 
the Committee, the
 
Grantee may
 
elect to satisfy
 
any such
withholding obligations by one or a combination of the following methods:
(a)
 
payment of an amount in cash equal to the amount to be withheld;
(b)
 
payment by tendering previously acquired Shares (either actually or
 
by attestation)
valued at the Share's then Fair Market Value
 
and equal to the amount to be withheld;
(c)
 
requesting
 
that
 
the
 
Company
 
withhold
 
from
 
the
 
Shares
 
otherwise
 
issuable
 
to
 
the
Grantee Shares having a Fair Market Value
 
equal to or less than the amount to be withheld; or
(d)
 
withholding from any other compensation otherwise due to the Grantee.
 
 
4
To
 
the
 
extent
 
the
 
Committee
 
permits
 
withholding
 
through
 
either
 
the
 
payment
 
of
 
previously
acquired
 
Shares
 
or
 
withholding
 
from
 
Shares
 
otherwise
 
issuable
 
to
 
the
 
Grantee,
 
any
 
such
withholding
 
shall
 
be
 
in
 
accordance
 
with
 
any
 
rules
 
or
 
established
 
procedures
 
for
 
election
 
by
Participants,
 
including
 
any
 
rules
 
or
 
restrictions
 
relating
 
to
 
the
 
period
 
of
 
time
 
any
 
previously
acquired
 
Shares
 
have
 
been
 
held
 
or
 
owned,
 
including
 
any
 
elections,
 
the
 
irrevocability
 
of
 
any
election, or
 
any special
 
rules relating
 
to a
 
Grantee who
 
is an
 
officer
 
of the
 
Company within
 
the
meaning of Section 16 of the 1934 Act.
Section 7.
 
No Right
 
to Continue
 
as
 
a Service
 
Provider.
 
Neither the
 
Plan nor
 
this
Performance Share
 
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
 
Performance
 
Share
 
Award
 
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 8.
 
Restrictive
 
Covenants.
 
In
 
consideration
 
for
 
the
 
granting
 
of
 
the
Performance Shares and in addition to any other restrictive agreements that the Grantee
 
may have
entered
 
into
 
with
 
the
 
Company
 
or
 
an
 
Affiliate,
 
the
 
Grantee
 
accepts
 
and
 
agrees
 
to
 
be
 
bound
 
as
follows
 
(except
 
in
 
cases
 
in
 
which
 
the
 
following
 
covenants
 
conflict
 
with
 
the
 
terms
 
of
 
any
employment agreement
 
between the
 
Company or
 
an Affiliate
 
and the
 
Grantee; in
 
such cases
 
the
terms of such an employment agreement shall control):
8.1
 
Noncompetition.
 
During the time the Grantee is a Service Provider of the
Company
 
or
 
an
 
Affiliate
 
and
 
until
 
two
 
years
 
after
 
the
 
Grantee
 
ceases
 
to
 
be
 
a
 
Service
Provider
 
of
 
the
 
Company
 
or
 
an
 
Affiliate,
 
the
 
Grantee
 
will
 
not
 
contribute
 
his
 
or
 
her
knowledge,
 
directly
 
or
 
indirectly,
 
in
 
whole
 
or
 
in
 
part,
 
as
 
an
 
employee,
 
officer,
 
owner,
manager,
 
advisor,
 
consultant, agent,
 
partner,
 
director,
 
shareholder,
 
volunteer,
 
intern or
 
in
any
 
other
 
similar
 
capacity
 
to
 
an
 
entity
 
engaged
 
in
 
the
 
same
 
or
 
similar
 
business
 
as
 
the
Company and its Affiliates.
8.2
 
Nonsolicitation
 
of
 
Company
 
Service
 
Providers.
 
During
 
the
 
time
 
the
Grantee is a Service Provider of the
 
Company or an Affiliate
 
and until two years after the
Grantee ceases to
 
be a Service
 
Provider of
 
the Company
 
or an Affiliate,
 
the Grantee
 
will
not
 
directly
 
or
 
indirectly,
 
solicit,
 
hire,
 
recruit,
 
attempt
 
to
 
hire
 
or
 
recruit,
 
or
 
induce
 
the
termination of employment of any
 
other Service Provider of the Company
 
or its Affiliates.
8.3
 
Nonsolicitation of Company
 
Customers.
 
During the time
 
the Grantee is
a Service
 
Provider of
 
the Company
 
or an
 
Affiliate
 
and until
 
two years
 
after the
 
Grantee
ceases to
 
be a
 
Service Provider
 
of the
 
Company or
 
an Affiliate,
 
the Grantee
 
will not
 
directly
or
 
indirectly,
 
solicit,
 
contact (including,
 
but
 
not
 
limited
 
to,
 
e-mail,
 
regular mail,
 
express
mail,
 
telephone,
 
fax,
 
and
 
instant
 
message),
 
attempt
 
to
 
contact
 
or
 
meet
 
with
 
the
 
current,
former or
 
prospective customers
 
of the
 
Company or
 
any of
 
its Affiliates
 
for purposes
 
of
offering or accepting goods or services similar to or competitive with those offered
 
by the
Company or any of its Affiliates.
8.4
 
No Detrimental Communications.
 
The Grantee agrees not to disclose
 
or
cause to be disclosed at any time any untrue,
 
negative, adverse or derogatory comments or
 
 
5
information about
 
the Company,
 
any Affiliate,
 
about any
 
product or
 
service provided
 
by
the Company, or about prospects for the future of the Company.
8.5
 
Confidentiality.
 
The
 
Grantee
 
acknowledges
 
that
 
it
 
is
 
the
 
policy
 
of
 
the
Company
 
to
 
maintain
 
as
 
confidential
 
all
 
customer
 
lists
 
and
 
information
 
relating
 
to
 
the
Company's
 
customers,
 
their
 
businesses,
 
operations,
 
employees
 
and
 
customers
("Confidential Information").
 
The Grantee recognizes that the Confidential Information
 
is
the
 
sole
 
and
 
exclusive
 
property
 
of
 
the
 
Company,
 
and
 
that
 
disclosure
 
of
 
Confidential
Information
 
would
 
cause
 
damage
 
to
 
the
 
Company.
 
The
 
Grantee
 
shall
 
not
 
at
 
any
 
time
disclose or authorize
 
the disclosure
 
of Confidential Information
 
that (a) is
 
disclosed to or
known by
 
the Grantee
 
as result
 
of as
 
a consequence
 
of or
 
through the
 
Xxxxxxx's performance
of services for the Company,
 
(b) is not publicly or
 
generally known outside the Company
and (c)
 
relates in
 
any
 
manner
 
to the
 
Company's
 
business.
 
This obligation
 
will
 
continue
even though the Grantee's service to the Company may have terminated.
 
This Section 8.5
shall apply
 
in addition
 
to, and
 
not in
 
derogation
 
of any
 
other
 
confidentiality
 
agreements
that may exist, now or in the future, between the Grantee and the Company.
8.6
 
Breach
 
of
 
Covenants.
 
In
 
the
 
event
 
of
 
a
 
breach
 
of
 
any
 
of
 
the
 
covenants
contained in
 
this Section
 
8: (a)
 
any unvested
 
portion of
 
the Performance
 
Shares shall
 
be
forfeited effective as
 
of the date of
 
such breach, unless sooner
 
terminated by operation of
another term or
 
condition of this
 
Performance Share Award Agreement or
 
the Plan; and
 
(b)
the
 
Grantee
 
hereby
 
consents
 
and
 
agrees
 
that
 
the
 
Company
 
shall
 
be
 
entitled
 
to
 
seek,
 
in
addition
 
to
 
other
 
available
 
remedies,
 
a
 
temporary
 
or
 
permanent
 
injunction
 
or
 
other
equitable
 
relief
 
against
 
such
 
breach
 
or
 
threatened
 
breach
 
from
 
any
 
court
 
of
 
competent
jurisdiction, without the necessity of showing any
 
actual damages or that money damages
would not
 
afford
 
an adequate
 
remedy,
 
and without
 
the necessity
 
of posting
 
any bond
 
or
security.
 
The aforementioned
 
equitable relief
 
shall be
 
in addition
 
to, not
 
in lieu
 
of, legal
remedies, monetary damages or other available forms of relief.
Section 9.
Compliance with
 
Law.
 
The issuance
 
and transfer
 
of Shares
 
shall be
 
subject
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.
 
No Shares shall
 
be issued with
 
respect to the
 
Performance Shares
unless and until any then applicable requirements of state
 
or federal laws and regulatory agencies
have been
 
fully complied
 
with to
 
the satisfaction
 
of the
 
Company
 
and its
 
counsel. 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.
Section 10.
 
Notices.
 
Any
 
notice
 
required
 
to
 
be
 
delivered
 
to
 
the
 
Company
 
under this
Performance Share
 
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
 
Performance Share 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.
 
 
 
 
 
 
 
6
Section 11.
 
Governing
 
Law.
 
This
 
Performance
 
Share
 
Award
 
Agreement
 
will
 
be
construed and
 
interpreted
 
in
 
accordance with
 
the
 
laws
 
of
 
the
 
State
 
of
 
Kansas
 
without
 
regard to
conflict of law principles.
Section 12.
 
Adjustments.
 
If
 
any
 
change
 
is
 
made
 
to
 
the
 
outstanding
 
Stock
 
or
 
capital
structure of the
 
Company,
 
if required, the
 
Performance Shares
 
shall be adjusted
 
or terminated in
any manner as contemplated by the Plan.
Section 13.
 
Amendment.
 
This Performance
 
Share Award Agreement may be
 
amended
in
 
a
 
manner that
 
is
 
materially
 
adverse
 
to
 
the
 
Grantee
 
only
 
by
 
a
 
writing
 
executed by
 
the
 
parties
hereto which specifically states that it is amending this Performance Share Award
 
Agreement.
Section 14.
 
Clawback
 
Policy.
 
The
 
Performance
 
Shares
 
may
 
be
 
subject
 
to
 
certain
provisions of the Xxxx-Xxxxx Xxxx
 
Street Reform and Consumer Protection Act of 2010 (“Xxxx-
Xxxxx”) or any
 
other compensation clawback
 
policy that is
 
adopted by the
 
Committee and that
 
will
require the
 
Company to
 
be able
 
to claw
 
back compensation
 
paid to
 
its executives
 
under certain
circumstances.
 
Grantee
 
acknowledges
 
that
 
the
 
Performance
 
Shares
 
may
 
be
 
clawed
 
back
 
by
 
the
Company in
 
accordance with
 
any policies
 
and procedures
 
adopted by
 
the Committee
 
in order
 
to
comply with Xxxx Xxxxx or as set forth in this Performance Share Award
 
Agreement.
 
Section 15.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
Performance Share
 
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.
Section 16.
 
Titles.
 
Titles are provided herein for convenience only and
 
are not to serve
as a basis for interpretation or construction of this Performance Share Award Agreement.
Section 17.
 
Section
 
409A
 
Compliance.
 
It
 
is
 
the
 
intent
 
of
 
the
 
Company
 
that
 
all
payments
 
made
 
under
 
this
 
Performance
 
Share
 
Award
 
Agreement
 
will
 
be
 
exempt
 
from
 
Section
409A of the Code and the Treasury
 
regulations and guidance issued thereunder ("Section 409A")
pursuant to the
 
“short-term deferral”
 
exemption.
 
Notwithstanding any provision
 
of the Plan
 
or
this
 
Performance
 
Share
 
Award
 
Agreement
 
to
 
the
 
contrary,
 
(i)
 
this
 
Performance
 
Share
 
Award
Agreement shall not be amended in any manner that would cause any amounts payable hereunder
that are not subject to 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 Performance Share
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
Performance Share 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 Performance Share Award Agreement
 
and with the least reduction, if any, in overall
benefit
 
to
 
a
 
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 Performance
 
Share
Award Agreement
 
shall be exempt from or comply with Section 409A and makes no undertaking
to preclude Section 409A from applying to this Performance Share Award
 
Agreement.
 
 
 
 
 
 
7
Section 18.
 
Successors and Assigns.
 
The Company may assign any of its rights under
this
 
Performance
 
Share
 
Award
 
Agreement.
 
This
 
Performance
 
Share
 
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 Performance Share Award Agreement will be binding
upon the
 
Grantee and
 
the Grantee's
 
beneficiaries, executors,
 
administrators and
 
the person(s)
 
to
whom the Performance Shares may be transferred by will or the laws of descent or distribution.
Section 19.
 
Severability.
 
The
 
invalidity
 
or
 
unenforceability
 
of
 
any
 
provision
 
of
 
the
Plan or this Performance Share Award Agreement shall not affect the validity or enforceability of
any other provision of the
 
Plan or this Performance Share
 
Award
 
Agreement, and each provision
of the
 
Plan and
 
this Performance
 
Share Award
 
Agreement shall
 
be severable
 
and enforceable
 
to
the extent permitted by law.
Section 20.
 
No
 
Impact
 
on
 
Other
 
Benefits.
 
The
 
value
 
of
 
the
 
Grantee's
 
Performance
Shares is not
 
part of his
 
or her normal
 
or expected compensation
 
for purposes of
 
calculating any
severance, retirement, welfare, insurance or similar employee benefit.
Section 21.
Counterparts.
 
This
 
Performance
 
Share
 
Award
 
Agreement
 
may
 
be
executed in 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
 
Performance Share
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 22.
 
Acceptance.
 
The
 
Grantee
 
hereby
 
acknowledges
 
receipt
 
of
 
a
 
copy
 
of
 
the
Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof,
and accepts the Performance Shares subject to all of
 
the terms and conditions of the Plan and this
Performance Share Award
 
Agreement.
 
 
Section 23.
 
Entire
 
Agreement and
 
Binding Effect.
 
This Performance
 
Share 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 Performance Share
 
Award
 
Agreement will
be binding upon
 
and inure to
 
the benefit of
 
the respective heirs,
 
legal representatives, successors
and assigns of the parties hereto.
[Signature Page Follows]
 
8
The parties to this
 
Performance Share Award
 
Agreement have executed this
 
Performance
Share Award
 
Agreement as of the date provided in the preamble to this agreement.
By: _____________________
Name:___________________
Title:____________________
[GRANTEE NAME]
By: _____________________
Name:___________________
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Filed: February 28th, 2022
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