offerletter_bclouse






June 21, 2021  Ben Clouse  Dear Ben:  We have enjoyed our discussions with you and are excited to have you join the CrossFirst team!  Details of this offer of employment are as follows:  Position: Chief Financial Officer  Reporting to: Mike Maddox, President and CEO, CrossFirst Bankshares, Inc.  Start Date: July 12, 2021  Status:  Exempt, Full Time   Base Compensation: Rate of pay will be $ 17,500.00 and paid semi-monthly, which  annualizes to $ 420,000.00.  Annual Incentive  Plan: For the 2021 Plan year and beyond, you will have an Annual Incentive  Plan opportunity of up to 50% of your Annual Base Compensation.   Your 2021 opportunity will be prorated based on your date of hire.  Equity Incentive  Plan:   An initial time-based restricted stock unit (RSU) award of 5,000 shares  vesting over three years to be awarded in July 2021.  An award of 25,000  Stock Appreciation Rights (SARs) with a grant date fair value based on  the date of the award.  For awards granted after 2021, you will have an Equity Incentive  opportunity of 40% of your Annual Base Compensation. Your awards  will be a mix of 1/2 performance-based awards and 1/2 time-based RSUs.  Benefits: Medical, Dental, Vision and Life Insurance, Short and Long-Term  Disability coverage, Individual Disability coverage, 401(k) Plan, Employee  Assistance Program, Cell Phone reimbursement, and other necessary  business tools, and normal and customary business expense  reimbursement.   Executive Severance  Plan: Provides financial protection in event of job loss or Change in Control or  Potential Change in Control. Plan details to be provided separately.  Vacation: Reasonable vacation as approved by your manager.  





 






Auto Allowance: Amount of $600.00 per month, paid semi-monthly, which annualizes to  $7,200.00.  Investment: Executive-level Partnership investment of a minimum of $400,000,  within three years of employment.  The offer is contingent upon:  • Successful completion of a background and credit check and the ability to demonstrate legal eligibility to work in the United States. In addition, by accepting this offer of employment, you agree that you have disclosed all  obligations you have to former employers, including, but not limited to, non-compete or non- solicitation agreements. You further agree that you have provided a copy of any such  agreements to the Talent Acquisition Manager. To the extent you have any obligations to a  former employer, you are responsible for upholding and abiding by those agreements.  Please note, all of our equity grants are made by the Compensation Committee.  Any equity  award referenced herein can be changed based on the Compensation Committee’s discretion.  All equity awards are also subject to the terms of our 2018 Omnibus Equity Incentive Plan and  all annual incentives to our Annual Incentive Plan.   Your primary duties will be to lead all financial and fiscal management aspects as well as  significantly contribute to the strategic planning and direction of CrossFirst. We are excited to  have you become an integral part of the team and look forward to the positive contributions  you will bring to CrossFirst.      Upon acceptance of this contingent offer, please return a signed copy of this letter and return  to me. This offer becomes null and void if not signed and returned to us by June 21, 2021.  Please contact us immediately with any questions you have regarding this offer of  employment.    Sincerely,  Mike Maddox   President and CEO  CrossFirst Bankshares, Inc.  By signing below, I accept this job offer as stated above.  ______________________________     June 21, 2021  Signature     Date  Ben Clouse