EMPLOYMENT AGREEMENT
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”),
effective as of July 1, 2022
(the “Effective Date”)
,
bank organized under the laws of the State of Kansas (the “Company”), and W. Xxxxxxx Xxxx (“Employee”),
and amends and restates in full that certain Employment Agreement dated effective April 1, 2019, as
amended by that certain First Amendment to Employment Agreement dated effective as of May 11, 2021.
RECITALS:
The parties have agreed to execute this Agreement in order to memorialize the terms and conditions
on which the Company shall continue to 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 or under common control with CrossFirst
Bankshares, Inc., a Kansas corporation (the “Holding Company,” each such affiliated company an
""Affiliate," and, collectively all Affiliates, the “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 retains Employee to serve as the President
of the Company.
(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.
1.2 ACCEPTANCE. Employee hereby accepts employment by the Company in the
capacity set forth in Section 1.1, above, and agrees to continue to perform the duties of such position
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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
Dallas
,
Texas 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 three (3) years, which term shall thereafter automatically renew for successive one (1) year
terms unless: i) the 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 $400,000 worth of Shares of the Holding Company
(“Required Stock”) in accordance with the Company’s stock ownership requirement policy, which
may be amended from time to time by the Compensation Committee of the Board of Directors of the
Holding Company (the “Committee”). Unless such failure is waived by the Committee, in the event
Employee fails to hold sufficient Company stock in accordance with the stock ownership requirement
policy 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.
2.
COMPENSATION. The Company shall compensate Employee for his services pursuant to this
Agreement as follows:
2.1
BASE COMPENSATION.
(a)
BASE SALARY. Effective June 1, 2022, the Company shall pay to Employee an
initial annual salary in the amount of Four Hundred and Ten Thousand
Dollars ($410,000)
(“Base Salary”), payable in periodic installments in accordance with the Company’s regular
payroll practices as in effect from time to time. 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.
(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.
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2.2
BONUSES.
(a)
CRITERIA. Employee shall be eligible to receive periodic incentive bonuses in
accordance with the terms and conditions of the Company’s Annual Incentive Plan (the
“AIP”), as amended, restated or supplemented from time to time (“each a “Bonus”), in such
amounts, if any, and at such times as may be determined by the Committee, in its sole
discretion. For 2022, Employee’s target bonus opportunity shall be 50% of Employee’s Base
Salary; such bonus opportunity may, based on the Company’s or Employee’s performance
during the applicable year, be increased to a maximum of 75% of Employee’s Base Salary.
In accordance with the AIP, the Committee will establish the terms and conditions of such
Bonus for Employee for the following year based upon measurable 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 Xxxxx 00
xx
year immediately following the end of the calendar year in which such Bonus is earned.
(c) ONE-TIME PROMOTION BONUS. Employee shall receive a one-time
cash promotion bonus of Ten Thousand Dollars ($10,000) which shall be paid in
2022.
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 mobile communication devices or a reimbursement for use of a personal
device for his use in connection with the Company’s business with a provider acceptable to
the Company. Employee shall use and maintain such devices 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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2.5
EQUITY INCENTIVE PLAN.
As an active key employee in the Company and its
Affiliates, Employee shall have the right to participate in the current CrossFirst Bankshares, Inc. 2018
Omnibus Equity Incentive Plan, as amended, supplemented or restated from time to time (the “Equity
Incentive Plan”), for certain eligible key employees, a copy of which has been provided by Company.
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 as approved by the 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 2022, Employee will
receive equity awards consisting of: (i) 5,000 time-based restricted stock units that vest ratably in
annual increments over three years and (ii) 5,000 stock appreciation rights that vest ratably in annual
increments over seven years with a grant date strike price equal to the fair market value of a Share of
Holding Company on the grant date. For awards granted under the Equity Incentive Plan after 2022,
Employee will be eligible for awards with a fair value as of the grant date equal to 40% of his then-
applicable base salary.
3.
TERMINATION.
3.1
DEFINITIONS. 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, as amended, supplemented or restated from time to time.
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 (60th) 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
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enrolled in a health, vision or dental plan sponsored by the Company before the Date of
Termination.
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 Section 3 or any other provision of this Agreement to the contrary:
(a)
CONFIDENTIALITY. 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. On or before the Date of Termination,
or upon request of the Company, 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.
Nothing contained in
this Section 3.2(a) shall be construed as preventing Employee from providing Confidential
Information in compliance with a valid court order issued by a court of competent
jurisdiction, providing Employee takes reasonable steps to prevent dissemination of such
Confidential Information and notifies the Company in a reasonable amount of time in
advance of such dissemination. Nothing in this Agreement prohibits Employee from
reporting possible violations of federal or state law or regulation to any government agency
or entity, including but not limited to, the Equal Employment Opportunity Commission, the
Department of Justice, Congress, or other applicable regulatory agency, or making other
disclosures that are protected under the whistleblower provisions of applicable law.
(b)
NONSOLICITATION. 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 Company offering the
compensation and perquisites provided under this Agreement, and subject to the condition
precedent of the Company timely providing Employee the payments called for hereunder,
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 with whom Employee personally had any contact
during Employee’s employment and 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
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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 and with whom Employee personally had any contact 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 Holding Company or its successor
owns a 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 percent (5%) 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
contractors of the Company with whom Employee personally had any contact 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.
(c)
OTHER EMPLOYMENT. In the event Employee becomes employed as an
employee or consultant for a company that provides financial 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(c) or 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
Employee’s lawful profession, trade or business.
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(d)
GENERAL RELEASE. Employee shall not be entitled to receive any benefits upon
termination of employment described in 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, (iii) any claims for
workers compensation benefits; (iv) Employee’s rights, if any, under the Severance Plan, (v)
Employee’s rights, if any, as an owner of any Shares of the Holding Company, (vi)
Employee’s rights under this Agreement, or (vi) 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
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.
3.6 LIMITATION ON PAYMENTS. Notwithstanding any other provision of this Agreement,
payments and benefits which Employee has a right to receive from the Company under Section 3.3
which result in there being a “parachute payment” under Section 280G of the Internal Revenue
Code, (the “Code”), then such payments shall be reduced by the minimum amount necessary to
avoid the imposition of the excise tax (“Excise Tax”) under Section 4999 of the Code, provided,
however, that no such reduction in such payments shall be made if by not making such reduction,
Employee’s Retained Amount (as hereinafter defined) would be greater than Employee’s Retained
Amount if such payments are so reduced. All determinations required to be made under this Section
3.6 shall be made by tax counsel selected by the Company and reasonably acceptable to Employee
(“Tax Counsel”), which determinations shall be conclusive and binding on Employee and the
Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the
Company. Prior to any reduction in such payments to Employee pursuant to this Section 3.6, Tax
Counsel shall provide Employee and the Company with a report setting forth its calculations and
containing related supporting information. In the event any such reduction is required, such payments
shall be reduced in the following order: (i) any COBRA payments, (ii) the Severance Payments, (iii)
any other portion of such payments that are not subject to Section 409A of the Code (other than
payments resulting from any accelerated vesting of an equity award under the Equity Incentive Plan),
(iv) any payments that are subject to Section 409A of the Code in reverse order of payment, and (v)
any portion of such payments that are not subject to Section 409A and arise from any accelerated
vesting of an award under the Equity Incentive Plan. “Retained Amount” shall mean the present value
(as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of such
payments net of all federal, state and local taxes imposed on Employee with respect thereto.
4.
MISCELLANEOUS
4.1
NOTICES. Any notices permitted or required to be given pursuant to this Agreement
shall be sufficient if given in writing and if personally delivered by receipted hand delivery to
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Employee or to the Company, or if deposited in the United States mail, postage prepaid, first class or
certified mail, to Employee at his residence address or to the Company’s corporate headquarters
address (attention General Counsel) or to such other addresses as each party may give the other party
notice in accordance with this Agreement.
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 Xxxxxxx, County, Kansas and that any dispute relating to
this Agreement shall be brought in the District Court of the State of Kansas in Xxxxxxx, 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.
4.8
REASONABLE VERIFICATION. The 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.
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(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.
[The remainder of this page is intentionally blank. Signatures follow.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the date set
forth above.
COMPANY:
EMPLOYEE:
CrossFirst Bank
By:
/s/ Xxx Xxxxx
Signature: /s/ W. Xxxxxxx Xxxx
W. Xxxxxxx Xxxx
