q32021exhibit101






 


Table of Contents
 

1 
EMPLOYMENT AGREEMENT 
THIS 
EMPLOYMENT 
AGREEMENT 
(the 
"Agreement”) 
is 
effective 
as 
of 
July 
12, 
2021
(the 
"Effective Date")
,
 
is by and 
between CrossFirst Bankshares, 
Inc. a 
Kansas Corporation 
(the "Company"), 
and Benjamin R. Clouse ("Employee"), with reference to the following facts: 
RECITALS: 
The parties 
have agreed 
to execute 
this Agreement 
in order to 
memorialize 
the terms 
and conditions 
on which the Company shall 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 (“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 
hires 
Employee 
to 
serve 
as 
Managing 
Partner, Chief Financial 
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 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. 






 

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2 
1.2 
ACCEPTANCE. 
Employee 
hereby 
accepts 
employment 
by 
the 
Company 
in 
the 
capacity 
set 
forth in Section 1.1, 
above, and agrees to perform 
the duties of such position 
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 
Leawood, 
Kansas 
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 
two (2) 
years, which term 
shall thereafter automatically renew for successive one 
(1) year 
terms unless: i) 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 
four hundred thousand dollars 
($400,000) worth 
of Company stock (“Required Stock”). 
As a condition of Employee’s 
continued employment with 
the Company, 
Employee shall not sell 
or transfer any Required 
Stock without the prior 
consent of 
the Compensation Committee 
of the Board 
of Directors (the 
“Compensation Committee"). 
In the 
event Employee 
fails to 
hold sufficient 
Company stock 
with a 
value equal 
to or 
in excess 
of the 
required minimum value for 
more than ninety (90) consecutive 
days, and unless such requirement 
is waived by the Compensation Committee, 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, with equity compensation awards credited toward fulfillment of this requirement at 
their 
grant value. 

2. 
COMPENSATION. 
The 
Company 
shall 
compensate Employee 
for 
his 
services 
pursuant 
to 
this 
Agreement as follows: 
2.1 
BASE COMPENSATION. 
(a) 
BASE SALARY. The Company shall pay 
to Employee 
an annual salary 
in the 

amount 
of 
Four 
Hundred 
and 
Twenty 
Thousand 
Dollars 
("Base 
Salary"), 
payable 
in 
periodic installments in accordance with the Company's regular payroll practices as in 

effect 
from 
time 
to 
time. 
Such 
annual 
salary 
shall 
be 
subject 
to 
approval 
by 
the 
Compensation Committee. 
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. 






 

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3 
(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. 
 
2.2 
BONUSES. 

(a) 
CRITERIA. 
Employee 
shall 
be 
eligible 
to 
receive 
periodic 
incentive 
bonuses 
under the Company’s 
Incentive Plan (the 
"Bonuses") in such 
amounts, if any, 
and at such 
times 
as 
may 
be 
determined 
by 
the 
Compensation 
Committee, 
in 
its 
sole 
discretion. 

Employee’s bonus 
opportunity shall be 
50% of Employee’s 
Base Salary. 
By no later than 
March 15th 
of each 
year, the Compensation 
Committee will 
define the 
terms and 
conditions 
of 
such 
Bonuses 
for 
Employee 
for 
the 
year 
based 
upon 
reasonable, 
measurable 
and 
obtainable 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 March 15
st
 
of the calendar 
year immediately 
following the 
end of the calendar year in which such Bonus is earned. 
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 
iPhones 
and 
iPads 
and 
data 
plan 
for 
his 
use 
in 
connection 
with 
the 
Company’s 
business with a 
provider acceptable to 
the Company. 
Employee shall use 
and 
maintain such devises 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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4 
2.5 
EQUITY INCENTIVE PLAN. 
As an active 
key employee in 
Company and its 
affiliates, 
Employee 
shall 
have 
the 
right 
to 
participate 
in 
the 
current 
CrossFirst 
Bankshares, 
Inc. 
2018 
Omnibus Equity Incentive Plan, (the “Equity Incentive Plan”) for certain eligible key employees, 
a 
copy of which 
has been provided 
by Employer. 
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 
approved 
by 
the 
Compensation 
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 2021, 
Employee will 
receive a 
grant of 
5,000 time-
based restricted stock 
units that vest in 
one third increments 
over the next 
three years and 
25,000 stock settled 
appreciation rights 
that will vest 
on each 
anniversary of the 
date of 
grant in 
installments over a 
seven-year 
period 
in 
equal 
tranches 
at 
the 
Company’s 
July 
2021 
Compensation 
Committee 
meeting. 
 
You 
will 
be 
eligible for additional awards under 
the Equity Incentive Plan in 
2022 with a target opportunity 
of 
40% of your Base Salary 
3. 
TERMINATION 
. 

3.1. 
DEFINTIONS. 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. 
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 (60
th
) 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 
enrolled in 
a health, 
vision or 
dental plan 
sponsored by 
the Company 
before the Date of Termination. 






 

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5 
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 this Section 3 or any other provision of this Agreement to the contrary: 
(a) 
NONSOLICITATION. 
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. 
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 
Employee 
and 
the 
Company 
complying 
with 
the 
terms 
of 
his 
employment, 
and 
subject 
to 
the 
condition 
precedent 
of 
the 
Company 
timely 
providing 
Employee 
the 
payments 
called 
for 
hereu 
nder, 
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 
during 
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 
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 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 
Company 
or its successor 
owns 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 (5) percent 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 






 

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6 
contractors of the Company 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. 
(b) 
OTHER 
EMPLOYMENT. 
In 
the 
event 
Employee 
becomes 
employed 
as 
an 
employee 
or 
consultant 
for 
a 
company 
that 
provides 
banking 
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 
and 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 
Employees lawful profession, trade or business. 
(c) 
GENERAL RELEASE. 
Employee shall not be entitled to 
receive any benefits upon 
termination of 
employment described 
in this 
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, or 
(iii) any 
claims for 
workers 
compensation 
benefits; 
(iv) 
Employee’s 
rights, 
if 
any, 
under 
the 
Plan, 
(v) 
Employee’s rights, if any, as an owner of 
any Shares of the 
Company, (vi) Employee’s rights 
under this 
Agreement, or 
(vii) 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 






 

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7 
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. 
4. 
MISCELLANEOUS 
4.1 
NOTICES. 
All 
notices 
permitted 
or 
required 
by 
this 
Agreement 
shall 
be 
in 
writing, 
and 
shall 
be deemed to have 
been delivered and received 
(i) when personally delivered, 
or (ii) on 
the 
third 
(3
rd
) 
business 
day 
after 
the 
date 
on 
which 
deposited 
in 
the 
United 
States 
mail, 
postage 
prepaid, 
certified 
or 
registered 
mail, 
return 
receipt 
requested, 
or 
(iii) 
on 
the 
date 
on 
which 
transmitted by 
other electronic 
means generating 
a receipt 
confirming a 
successful transmission 
provided that 
on that same 
date a copy 
of such notice is 
deposited in the United 
States mail, postage 
prepaid, certified or 
registered mail, return 
receipt requested), or (iv) on the next business day after 
the 
date 
on 
which 
deposited 
with 
a 
regulated 
public 
carrier 
(e.g., 
Federal 
Express) 
designating 
overnight delivery service 
with a return 
receipt requested or 
equivalent thereof 
administered 
by such 
regulated public carrier, freight prepaid, and 
addressed in a 
sealed envelope to the 
party for whom 
intended at the address 
appearing on the signature 
page of this Agreement 
(if to the Company to the 
attention 
of the 
Secretary 
of the 
Company 
and if 
to the 
Employee 
to the 
attention 
of the 
Employee), 
or 
such 
other 
address 
or 
facsimile 
number, 
notice 
of 
which 
is 
given 
in 
a 
manner 
permitted 
by 
this 
Section 4.1. 
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 Johnson, County, 
Kansas and that any dispute 
relating to this Agreement shall be brought in 
the District Court of the State of Kansas in 
Johnson, 
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 
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8 
4.8 
REASONABLE VERIFICATION. 
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. 

(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 
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9 
4.11 
409A. 
To 
the 
extent 
that 
any 
payment 
or 
other 
consideration 
due 
from 
the 
Company 
to 
Employee hereunder 
would 
trigger any 
tax or 
penalty under 
Section 409A, 
the Company 
agrees 
that it will accelerate such 
payment or other consideration to 
the extent allowed by law 
in order to 
eliminate such 
tax or 
penalty. 
To 
the extent 
that any 
payment or 
other consideration 
called to 
be 
made 
under 
this 
Agreement 
fails 
to 
meet 
the 
requirements 
of 
Section 
409A 
and 
the 
regulations 
relating to 
that statute, 
the Company 
shall immediately 
pay to 
Employee an 
additional sum 
equal 
to any amount required to be included 
as income as a result of such noncompliance. 
 
[Signatures 
Appear 
on Following 
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10 
IN WITNESS WHEREOF, 
the parties 
hereto have 
executed 
this Agreement, 
effective 
as of the date set forth 
above. 
CROSSFIRST BANKSHARES, INC. 

/s/ Michael J. Maddox 

 
Mike Maddox, 

President & CEO 
 
BENJAMIN R. CLOUSE 
 
/s/ Benjamin R. Clouse 
 
Benjamin R. Clouse