Exhibit 10.9

Award Agreement


 


FORM OF FIRSTSUN
CAPITAL BANCORP LONG-TERM INCENTIVE PLAN


AWARD AGREEMENT


 


This
Award Agreement (this “Agreement”) is made and entered into as of April1, 2020 (the “Grant
Date”) by and between FirstSun Capital Bancorp, a Delaware corporation (the “Company”),
and [      ].


 


1.             Grant
of LTIP Units Award. Subject to the conditions
set forth below and in the Plan document, effective on the Grant Date, the Company hereby grants you, as a matter of separate
inducement but not in lieu of any salary or other compensation for your services for the Company, an award (“Award”)
consisting of [NUMBER] LTIP Units with a Target Value of [$_______].





2.            Vesting
& Payment. You will vest in full and become entitled to cash settlement of your
Award on the third (3rd) anniversary of its Grant Date, provided you remain an Employee in good standing through the
vesting and settlement dates. In special circumstances as described in the Plan, you may vest earlier in your Award or the continuous
employment requirement may be waived. Settlement of your Award will normally be made within forty-five (45) days after vesting.
In certain limited situations described in Section 8 of the Plan, payment of a portion of your Award may be delayed.


 




For
Key Executives: For purposes of your Award, all references in the Plan to “accelerated vesting” shall mean pro-rata
vesting of unvested amounts as described in Section 7.1(b) of the Plan. 


 


3.             Forfeiture.
Your entire Award shall be forfeited if your employment is terminated for Cause or if
you violate any of the material terms of this Agreement or the Plan.


 


4.             Covenants
to Protect the Company’s Business. By
signing below and accepting this Award, you acknowledge and agree to the confidentiality and non-solicitation provisions set forth
in Appendix A of this Agreement. In addition, as a condition for the granting and vesting of your Award, you hereby agree
to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law,
that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed
as required by law and may be given in confidence to your spouse and tax and financial advisors.


 


5.             Payment
of Taxes. Any settlement of your Award
will be reduced by applicable employment and withholding taxes. Notwithstanding any action the Company takes with respect to withholding
and payment of taxes, you are ultimately responsible for the payment of all taxes associated with your Award.


 


6.             Right
to Terminate Services. Nothing in this
Agreement confers upon you the right to continue as an employee or service provider for the Company or its affiliates, or interferes
in any way with the rights of the Company or any affiliate to terminate your employment or service relationship at any time, with
or without notice, and with or without cause.


 




7.             Disputes;
Forum Selection. Any dispute regarding
the interpretation of this Agreement shall be submitted to the Board of FirstSun Capital Bancorp for review. The resolution of
such dispute by the Board shall be final and binding on the parties. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Colorado, without giving any effect to any conflict of
law provisions thereof, except to the extent preempted by federal law. Any action or proceeding by either party to enforce this
Agreement shall be brought only in any state or federal court located in the State of Colorado, county of Denver. By signing below,
you irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance
of any such action or proceeding in such venue.



    	 



    	 



    



8.            Amendment
and Termination. This Agreement may be
amended or terminated by the Board of FirstSun Capital Bancorp at any time; provided, that, no amendment or termination
that adversely affects your rights with respect to your Award shall be made without your consent.


 




9.             Section
409A.  The Company intends that the
Plan and this Agreement comply with the requirements of Section 409A of the Code, to the extent applicable, and both shall be
operated and interpreted consistent with that intent.


 


10.           Severability;
Counterparts. The invalidity or unenforceability
of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan
or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted
by law. This Agreement may be executed in counterparts and on paper or electronically, each of which shall be deemed an original
but all of which together will constitute one and the same instrument.


 


11.           Acknowledgement;
Release. By signing below, you acknowledge
and agree that: (a) you understand that the Tangible Book Value and Target Value assigned to your Award will be determined in
accordance with procedures adopted by the Board and may not be the same as the fair market value of the Company’s stock;
(b) you are not relying upon any written or oral statement or representation of the Company or any of its employees, directors,
officers, attorneys or agents (the “Company Parties”) regarding the tax effects associated with your
execution of this Agreement and your receipt, and ultimate distribution, of the Award; and (c) in deciding to enter into this
Agreement, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted.
You hereby release, acquit, and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations,
liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out
of, or in any way related to the tax effects associated with your execution of this Agreement and your receipt, and ultimate settlement,
of your Award.


 




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 





	Firstsun Capital Bancorp	 	EMPLOYEE
	 	 	 
	By:	 	 	 
	 	 	 	 	 
	Name:	 	 	Print:	
	 	 	 
	Title:	 	 	 
	 	 	 








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Appendix
A


Covenants
to Protect the Company’s Business.




(a)            Definitions.
For purposes of this Appendix, the following terms shall have the meanings set forth below. Any capitalized term used but not
defined in this Appendix shall have the meaning set forth in your Award or the Plan.




“Business
Opportunities” means any specialized information or plans of the Company not disclosed or available to the public
concerning the provision of financial services to a Person, together with all related information concerning the specifics of
any contemplated financial services regardless of whether the Company has contacted or communicated with such Person.




“Business
Relation” means any Person other than the Company who, at any time during your term of employment or service with
the Company, was a Person (a) who is or was a customer of the Company, or (b) who had entered into any contract or other arrangement
with the Company for the provision of services or the sale of products, (c) to whom the Company had furnished a written proposal
for the performance of services or the sale of products, or (d) with whom the Company entered or agreed to enter into any other
business relationship such as a joint venture, collaborative agreement, joint development agreement, teaming arrangement or agreement,
or similar arrangement or understanding for the provision of services or sale of products.




“Company”
means, when used in this Appendix, shall include FirstSun Capital Bancorp, Sunflower Bank, N.A., and each of their direct
and indirect subsidiaries and their affiliates, as applicable.




“Confidential
Information” means all “non-public Personal Information,” as defined in Title V of The Gramm-Leach-Bliley
Act (15 U.S.C. §§680 et seq.) and its implementing regulations (collectively, the “GLB Act”) that concerns
any of the Company’s “customers and/or consumers”, as defined by the GLB Act, and any data or information, other
than Trade Secrets, which is material to the Company and not generally known by or available to the public. Confidential Information
shall include, but not be limited to, Business Opportunities of the Company, the details of this Award, the Company’s business
plans and financial statements and projections, information as to the capabilities of the Company’s employees, their respective
salaries and benefits and any other terms of their employment, the costs of the services the Company may offer or provide to the
customers it serves, and any list of actual or active prospective customers, to the extent such information is material to the
Company and not generally known by or available to the public.




“Person”
means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization,
any other legal or commercial entity, or two or more of any of the foregoing having a joint or common interest.




“Trade
Secret” means the identity and addresses of customers of the Company and any other information, without regard to
form, including, but not limited to, any technical or nontechnical data, any formula, pattern, compilation, program, device, method,
technique, drawing, process, financial data, financial plans, and product plans, that (a) is valuable and secret (in the sense
that it is not generally known by or available to competitors of the Company) and (b) otherwise qualifies as a “trade secret”
under applicable law.



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(b)           Confidential
Information. By signing below and accepting your Award, you acknowledge that, in the course of your employment or service
with the Company, you will have access to and learn Confidential Information. You acknowledge that all Confidential Information
is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by you and whether
or not disclosed to or entrusted to you in connection with your employment or service with the Company.




You
agree not to disclose Confidential Information, directly or indirectly, under any circumstances or by any means, to any third
persons without the prior written consent of the Company. You agree that you will not copy, transmit, reproduce, summarize, quote,
or make any commercial or other use whatsoever of Confidential Information, except as may be necessary to perform work performed
by you for the Company. You agree to exercise the highest degree of care in safeguarding Confidential Information against loss,
theft or other inadvertent disclosure and agrees generally to take all steps necessary or requested by the Company to ensure maintenance
of the confidentiality of the Confidential Information. You agree in addition to the specific covenants contained herein to comply
with all of the Company’s policies and procedures, as well as all applicable laws, for the protection of Confidential Information.




The
Defend Trade Secrets Act (18 U.S.C. § 1833(b)) states: “An individual shall not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting
or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal.” Accordingly, you shall have the right to disclose in confidence Trade Secrets to federal,
state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation
of law. You shall also have the right to disclose Trade Secrets in a document filed in a lawsuit or other proceeding, but only
if the filing is made under seal and protected from public disclosure. Nothing in this Appendix is intended to conflict with 18
U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).




(c)            Non-Solicitation. For a period of twenty-four (24) months following your termination of employment (the “Restricted Period”),
you agree not to, directly or indirectly, as owner, partner, director, officer, employee, agent, consultant, advisor, contractor
or otherwise, whether for consideration or without consideration, for the benefit of any Person other than the Company, take any
of the following actions:






(i)             solicit
any Business Relation to purchase, or sell or otherwise provide to any Business Relation, any products or services that are substantially
similar in nature to the products and services offered by the Company, or which are intended to substitute for, products or services
offered or provided by the Company during your term of employment with the Company;




(ii)            solicit
for employment or for engagement as an independent contractor or consultant, any Person who was employed by, or any Person who
was engaged as an independent contractor by, the Company within the twelve (12) month period immediately preceding any employment,
engagement, or solicitation by you, or urge any such Person to reduce his or her employment with or provision of services to the
Company; or



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(iii)           urge
any Person to reduce its business with the Company or assist any Person with any such reduction; provided, however, that
a general solicitation through a public medium not specifically directed toward any Person shall not be considered a breach of
this subsection (b).




(d)            Reasonableness;
Enforcement. You acknowledge and agree that the restrictions contained in this Appendix regarding geographical scope,
length of term and types of activities restricted are reasonable and shall continue in effect through the entire Restricted Period
regardless of whether you are then entitled to receive any further payments or benefits from the Company. You further agree that
the restrictions contained in this Appendix shall be construed as agreements independent of each other and of any provision of
this or any other contract between the parties, and that should any restriction, or part thereof, be held invalid, void or unenforceable
in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable
any other restriction, or part thereof. If any portion of the foregoing provisions is found to be invalid or unenforceable by
a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information
covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable
term provided, such that the intent of the Company and you in agreeing to the provisions of this Appendix will not be impaired
and the provision in question shall be enforceable to the fullest extent of the applicable laws.




The
existence of any claim or cause of action by you against the Company, whether predicated upon this or any other contract, shall
not constitute a defense to the enforcement by the Company of said covenants. You agree that a breach of any of the covenants
of this Appendix would cause material and irreparable harm to the Company that would be difficult or impossible to measure, and
that damages or other legal remedies available to the Company for any such injury would, therefore, be an inadequate remedy for
any such breach. Accordingly, you agree that if you breach any term of this Appendix, the Company shall be entitled, in addition
to other remedies the Company may have, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without
bond or other security, to restrain any such breach. In the event the enforceability of any of the terms of this Appendix shall
be challenged in court and you are not enjoined from breaching any of the protective covenants, then if a court of competent jurisdiction
finds that the challenged protective covenant is enforceable, the time periods shall be deemed tolled upon the filing of the lawsuit
challenging the enforceability of this Appendix until the dispute is finally resolved and all periods of appeal have expired.



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