Contract
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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. Xxxxxxx Xxxx ("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
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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.
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4.
As of the Effective Date. a new subsection 3.7 is added to section 3 of the Employment
Agreement which reads as follows:
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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.
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IN
WITNESS
WHEREOF,
the parties hereto have executed this Amendment,
on
the date
set forth above.
CROSSFIRST BANKSHARES, INC. CROSSFIRST BANK
NAME:
NAME:
SIGNATURE:
SIGNATURE:
TITLE:
TITLE:
EMPLOYEE
NAME:
SIGNATURE: