exhibit101






                      CROSSFIRST BANKSHARES, INC.                            ANNUAL INCENTIVE PLAN                     Amended and Restated as of February 26, 2020                                     PURPOSE        This Annual Incentive Plan is established effective as of October 25, 2018 as the  CrossFirst Bankshares, Inc. Annual Incentive Plan (the "Plan").  The purposes of the Plan are to:  (a) enable CrossFirst Bankshares, Inc., a Kanas corporation, and its subsidiary bank, to attract  and retain highly-qualified employees of outstanding character, competence, commitment and  connection who will contribute to the success of CrossFirst Bankshares, Inc. and its subsidiary  bank; (b) provide incentives that align the interests of key executives with those of CrossFirst  Bankshares, Inc.'s shareholders, and (c) promote the success of CrossFirst Bankshares, Inc.'s  business objectives.                                   ARTICLE 1                                  DEFINITIONS        For purposes of this Plan, unless otherwise clearly apparent from the context, the  following terms or phrases, have the following meanings:         "Bank" means CrossFirst Bank, a Kansas state-charted bank.         "Affiliate" means any corporation or other entity controlled by the Company.         "Award Agreement" means a written agreement or electronic, contract, certificate or        other instrument or document evidencing the terms and conditions of an individual Bonus        Award granted under the Plan which may, in the discretion of the Company, be        transmitted electronically to any Participant. Each Award Agreement shall be subject to        the terms and conditions of the Plan.          "Base Annual Salary" means mean the annual cash compensation paid during any        calendar year, excluding any equity awards, bonuses, overtime, fringe benefits, relocation        expenses, incentive payments, non-monetary awards, directors fees and other fees,       automobile and other allowances paid to a Participant for employment services rendered       (whether or not such allowances are included in the Employee's gross income). Base       Annual Salary shall be calculated before reduction for compensation voluntarily deferred       or contributed by the Participant pursuant to all qualified or non-qualified plans of an       Employer and shall be calculated to include amounts not otherwise included in the       Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b)       pursuant to plans established by any Employer; provided, however, that all such amounts       will be included in compensation only to the extent that, had there been no such plan, the       amount would have been payable in cash to the Employee.        "Board" means the Board of Directors of the Company, as constituted at any time. 





 






      "Bonus Award" means an incentive award payable in either cash or in equity interests to        be granted as Bonus Shares under the Equity Plan, the payment of which is contingent on        the achievement of Performance Goals with respect to a Performance Period.         "Bonus Share" has the meaning provided in the Equity Plan.         "Change in Control" unless otherwise ascribed in an Award Agreement, change in        control has the meaning provided in the Equity Plan.                 "Code" means the U.S. Internal Revenue Code of 1986, as it may be amended from time        to time. Any reference to a section of the Code shall be deemed to include a reference to        any regulations promulgated thereunder.                "Committee" means the Compensation Committee or such other committee established        by the Board to oversee and interpret the compensation of senior executive officers of the       Company.              "Company" means CrossFirst Bankshares, Inc. a Kansas corporation, and any successor       thereto by merger, consolidation, liquidation, or other reorganization, which has made       provisions for adoption of this Plan and the assumption of the Company's obligation's       thereunder, as well as any subsidiary of which, fifty-one percent (51%) or more of the       outstanding shares or membership units are owned by CrossFirst Bankshares, Inc.               "Disability" or "Disabled" means a Participant’s physical or mental impairment falling       within the definition of “disability” as such term or any comparable term is defined in       any disability insurance policy covering Participant at the time of such disability.          "Employee" means any person who is employed, on a full-time basis by an Employer,       who is compensated for such employment by a regular salary, and who, in the opinion of       the Committee, is one of the key personnel of the Employer in a position to contribute       materially to the Company’s continued growth and development and to its future       financial success. Employee may also include any person who will be a prospective       employee that will meet the above criteria. The term does not include persons who are       retained by the Company as consultants only.        "Employer" means the Company, the Bank, and/or any of its affiliates (now in existence       or hereafter formed or acquired) that have been designated by the Committee to       participate in the Plan.        "Equity Plan" means the CrossFirst Bankshares, Inc. 2018 Omnibus Equity Incentive       Plan and any successor equity incentive plan.        "Fair Market Value" unless otherwise ascribed in an Award Agreement, fair market value       has the meaning provided in the Equity Plan.        "Participant" means, as to any Performance Period, an Employee who is designated by       the Committee pursuant to Section 3.2 to participate in the Plan.   2                                        13369900.6   





 






      "Performance Criteria" means the criterion or criteria that the Committee shall select for        purposes of establishing the Performance Goal(s) for a Performance Period with respect       to any Bonus Award under the Plan. The Performance Criteria that will be used to       establish the Performance Goal(s) shall be based on the attainment of specific levels of       performance of the Company (or division, business unit or operational unit of the       Company).  The Performance Criteria selected by the Committee may be based on any       metric, or any combination of metrics, selected by the Committee, including, but not       limited to, the following:           (a)   earnings per share (this could include basic, diluted, or core);         (b)   return on average assets;         (c)   return on average equity;         (d)   total shareholder return;         (e)   asset quality;         (f)   net income;         (g)   pre-tax income;         (h)   efficiency ratio;         (i)   asset growth;         (j)   loan growth;         (k)   deposit growth;         (l)   core deposit growth;         (m)   net interest margin (including tax-equivalent);         (n)   achievement of business criteria or operational goals, consisting of one or more         objectives based on meeting specified revenue, market share, market penetration,         business development, geographic business expansion goals, objectively identified         project milestones, production volume levels, cost targets, customer satisfaction, and         goals relating to acquisitions, divestitures or joint ventures; and/or         (o)   accomplishment of mergers, acquisitions, dispositions, public offerings, or         similar extraordinary business transactions.              Any one or more of the Performance Criteria may be used on an absolute or        relative basis to measure the performance of the Company as a whole or any division,        business unit or operational unit of the Company or any combination thereof, as the        Committee may deem appropriate, or as compared to the performance of a group of        comparable companies, or published or special index that the Committee, in its sole        discretion, deems appropriate.          "Performance Formula" means, for a Performance Period, the objective formulas applied        to determine with regard to the Bonus Award of a Participant, the percentage of the        Target Award the Participant will receive when performance levels exceed the Threshold  3  13369900.6 





 






      Performance Goal but do not reach the Stretch Performance Goal.  The Committee may        us a straightline interpolation of the Company's performance between the Threshold        Performance Goal and the Stretch Performance Goal to determine the amount of the        Bonus Award to which a Participant is entitled.         "Performance Goals" means, for a Performance Period, the one or more goals established        by the Committee for the Performance Period based upon one or more Performance        Criteria. Performance Goals may include a threshold level of performance below which        no Bonus Award will be paid and levels of performance at which specified percentages of        the Target Award will be paid and may also include a maximum level of performance        above which no additional Bonus Award amount will be paid.         "Performance Period" means the period over which the attainment of one or more        Performance Goals will be measured for the purpose of determining a Participant's right        to and the payment of a Bonus Award. Each Performance Period will have a duration of        at least one year but may have a longer duration, as determined by the Committee. Unless        otherwise determined by the Committee, a new Performance Period will commence on        January 1 of each year.           "Plan" means this CrossFirst Bankshares, Inc. Annual Incentive Plan, as amended and/or        amended and restated from time to time.         "Retirement" means an Employee’s severance from the Company or an Affiliate, in good        standing, upon or after attainment of the age of 65 with no less than five (5) years of        participation in the Plan and employment with the Company. The Board may grant        exceptions to these qualifications, on a case-by-case basis.        "Share" means a share of CrossFirst Bankshares, Inc. or its successor.        "Stretch Award" means a Bonus Award equal to a percentage, determined by the       Committee in its sole discretion, of the Target Award payable under the Plan to a       Participant for a particular Performance Period if the Stretch Performance Goal for the       Performance Period is achieved.        "Stretch Performance Goal" means, for a Performance Period, the goal established by the       Committee for the Performance Period based on one or more Performance Criteria,       achievement of which will entitle a Participant to a Stretch Award for the applicable        Performance Period         "Target Award" means the target Bonus Award, determined by the Committee in its sole        discretion, payable under the Plan to a Participant for a particular Performance Period if        the Target Performance Goal is achieved for the Performance Period, expressed as either        a dollar amount or a percentage of the Participant's Base Salary.         "Target Performance Goal" means, for a Performance Period, the goal established by the        Committee for the Performance Period based on one or more Performance Criteria,        achievement of which will entitle a Participant to a Target Award for the applicable        Performance Period.  4  13369900.6 





 






      "Threshold Award" means a Bonus Award equal to a percentage, determined by the        Committee in its sole discretion, of the Target Award payable under the Plan to a        Participant for a particular Performance Period if the Threshold Performance Goal for the        Performance Period is achieved.        "Threshold Performance Goal" means, for a Performance Period, the goal established by       the Committee for the Performance Period based on one or more Performance Criteria,       achievement of which will entitle a Participant to a Threshold Award for the applicable       Performance Period.                                    ARTICLE 2                               ADMINISTRATION   2.1   Administration by the Committee.  The Plan shall be administered by the Committee.  Subject to the terms of the Plan, the Committee, in its sole discretion, shall have the authority:         (a)    to construe and interpret the Plan and apply its provisions;        (b)         to promulgate, amend, and rescind rules and regulations relating to the       administration of the Plan;        (c)     to authorize any person to execute, on behalf of the Company, any instrument       required to carry out the purposes of the Plan;        (d)    to determine when Bonus Awards are to be granted under the Plan;        (e)    from time to time to select, subject to the limitations set forth in the Plan, those       Participants to whom Bonus Awards shall be granted;        (f)     to prescribe the terms and conditions of each Bonus Award and to specify the       provisions of the Award Agreement relating to such grant;        (g)    to establish the Performance Periods over which performance will be measured;        (h)    to select the Performance Criteria that will be used to establish the Performance      Goals;       (i)      to make decisions with respect to outstanding Bonus Awards that may become      necessary upon a Change in Control;        (j)      to interpret, administer, reconcile any inconsistency in, correct any defect in       and/or supply any omission in the Plan and any instrument or agreement relating to, or       Bonus Award granted under, the Plan; and        (k)        to exercise discretion to make any and all other determinations which it      determines to be necessary or advisable for the administration of the Plan.   5  13369900.6 





 






2.2   Committee Decisions Final.  All decisions made by the Committee pursuant to the  provisions of the Plan shall be final and binding on the Company and the Participants, unless  such decisions are determined by a court having jurisdiction to be arbitrary and capricious.   2.3   Delegation.  The Committee, in its sole discretion, may delegate all or part of its  authority and powers under the Plan to one or more directors and/or officers of the Company;  provided, however, that the Committee may not delegate its responsibility to grant Bonus  Awards to executive officers or to certify the achievement of the Performance Goals.   2.4   Indemnity of Committee.  All Employers shall indemnify and hold harmless the  members of the Committee, and any Employee to whom the duties of the Committee may be  delegated, against any and all claims, losses, damages, expenses or liabilities arising from any  action or failure to act with respect to this Plan, except in the case of willful misconduct by the  Committee or any of its members or any such Employee.   2.5   Employer Information.  To enable the Committee to perform its functions, each  Employer shall supply full and timely information to the Committee on all matters relating to the  compensation of its Participants, the date and circumstances of the Retirement, Disability, death  or Separation from Service of its Participants, and such other pertinent information as the  Committee may reasonably require.                                    ARTICLE 3                    SELECTION, ENROLLMENT, ELIGIBILITY   3.1   Eligibility for Bonus Award.  The Committee will, in its sole discretion, designate  which Participants will be eligible to receive Bonus Awards with respect to such Performance  Period. However, designation of a Participant as eligible to receive a Bonus Award hereunder for  a Performance Period shall not in any manner entitle the Participant to receive payment of any  Bonus Award for such Performance Period. The determination as to whether or not such  Participant becomes entitled to payment of any Bonus Award shall be decided solely in  accordance with the provisions of Article 7 of the Plan. Moreover, designation of a Participant as  eligible to receive a Bonus Award hereunder for a particular Performance Period shall not  require designation of such Participant as eligible to receive a Bonus Award hereunder in any  subsequent Performance Period and designation of one person as a Participant eligible to receive  a Bonus Award hereunder shall not require designation of any other person as a Participant  eligible to receive a Bonus Award hereunder in such period or in any other period.                                     ARTICLE 4                 THRESHOLD, TARGET, AND STRETCH AWARDS   4.1   Target Awards.  Before, or reasonably promptly following the commencement of, each  Performance Period, the Committee, in its sole discretion, shall establish the Target Award for  each Participant for such Performance Period. A Participant's Target Award may be expressed as  a dollar amount or a percentage of the Participant's Base Annual Salary.  The payment of a  Target Award to a Participant shall be conditioned on the achievement of the Target Performance  Goal for the applicable Performance Period.     6  13369900.6 





 






 4.2   Threshold and Stretch Awards.  Before, or reasonably promptly following the  commencement of each Performance Period, the Committee, in its sole discretion, may establish  Threshold Awards and Stretch Awards for each Participant for such Performance Period. The  Stretch Award represents the maximum percentage of the Target Award that may be paid to a  Participant for a Performance Period based on performance above target levels. The Threshold  Award represents the minimum percentage of the Target Award that may be paid to a Participant  for a Performance Period based on performance below target performance levels. A Participant  will not receive a Bonus Award with respect to a Performance Period if performance is below the  Threshold Performance Goal.                                     ARTICLE 5                              PERFORMANCE GOALS    5.1   Establishment of Performance Goals. Before, or reasonably promptly following the   commencement of, each Performance Period the Committee, in its sole discretion shall establish   the Performance Goal(s) and Performance Formula that shall apply for the Performance Period   and shall record the same in writing.    5.2   Adjustments.  The Committee is authorized, in its sole discretion, to adjust or modify the   calculation of a Performance Goal for a Performance Period in connection with any one or more   of the following events:            (a) asset write-downs;           (b) litigation or claim judgments or settlements;           (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory          rules affecting reported results;           (d) any reorganization and restructuring programs;           (e) extraordinary, unusual or infrequently occurring items as described in          management's discussion and analysis of financial condition and results of operations          appearing in the Company's annual report to shareholders for the applicable year;           (f) acquisitions or divestitures;           (g) any other specific unusual or nonrecurring events, or objectively determinable          category thereof;           (h) foreign exchange gains and losses;           (i) a change in the Company's fiscal year; and           (j) any other event identified by the Committee in its sole discretion.   7   13369900.6 





 






                                    ARTICLE 6              CERTIFICATION OF PERFORMANCE GOAL ACHIEVEMENT    6.1   Certification by Committee.  Following the completion of a Performance Period, the   Committee shall review and certify in writing whether, and to what extent, the Performance   Goals for the Performance Period have been achieved and, if so, calculate and certify in writing   the amount of the Bonus Awards earned for the Performance Period based upon the Performance   Formula. The Committee shall then determine the actual size of each Participant's Bonus Award   for the Performance Period.                                        ARTICLE 7                            PAYMENT OF BONUS AWARDS  7.1   Employment Requirement.  Except as otherwise provided in Article 9 of the Plan or in  the applicable Award Agreement, a Participant must be employed by the Company or an  Affiliate on the last day of a Performance Period to be eligible for payment with respect to a  Bonus Award for such Performance Period.     7.2    Achievement  of  Performance  Goal  Requirement.  Achievement  of  Performance  Goal Requirement. A Participant shall be eligible to receive payment with respect to a Bonus  Award only to the extent that: (A) the Performance Goal(s) for such period are achieved; and (B)  the Performance Formula as applied against such Performance Goals determines that all or some  portion  of  such  Participant’s  Bonus  Award  has  been  earned  for  the  Performance  Period.   Notwithstanding  any  of  the  foregoing  in  Section  7.1  or  this  Section  7.2,  the  Committee  may  agree to pay one or more Participants a minimum bonus amount or guaranteed bonus amount  under the Plan for the Performance Period which contains such Participant's start date, regardless  of  the  actual  level  of  performance  achieved  during  the  applicable  performance  period,  in  accordance with the terms of any agreement memorializing such minimum or guaranteed bonus.       7.3    Timing  of  Bonus  Award  Payments.   Bonus  Awards  granted  for  a  Performance  Period shall  be  paid  to  Participants  as  soon  as  administratively  practicable  following  completion of the certifications required by Article 6 but in no event later than 2 1/2 months  following the end of the calendar year during which the Performance Period is completed.   7.4   Form of Bonus Award Payments.  Bonus Awards may be paid in cash, or, in the sole  discretion of the Committee, Shares.  If the Committee elects to make a Bonus Award payable in  Shares, the number of Shares to which the Participant may be entitled upon achieved of  the applicable Performance Goals for the applicable Performance Period will be determined  by  dividing  the  dollar  amount  of  the  Participant's  Threshold  Award,  Target  Award,  and  Stretch Award, by the Fair Market Value of a Share as of the date of the grant of the Bonus  Award.  Any Shares paid to a Participant as a Bonus Award shall be issued as Bonus Shares  under the Equity Plan.   7.5   Repayment. Any Bonus Award granted under this Plan, any cash or Bonus Shares  received in connection with the payment of a Bonus Award, and any proceeds received from the  disposition of Bonus Shares attributable to any Bonus Award, shall be subject to any clawback,  recoupment,  or  forfeiture  provision  included  in  any  law,  agreement  between  the  Participant  and the  Company,  Company  policy,  employment  agreement,  program  document,  term  sheet,  benefit plan or program, or Committee resolution, action, policy, or procedure in place on the  grant  date of  the  Bonus  Award,  provided,  however,  to  the  extent  required  by  law  (e.g.,  Dodd-Frank)  or securities  exchange  listing  standard,  a  Company  clawback  policy  may  apply  retroactively.   8  13369900.6 





 






                                  ARTICLE 8                        EFFECT OF A CHANGE IN CONTROL    8.1   Effect of Change in Control.  If a Change in Control occurs during a Performance   Period, each Participant will receive his or her Target Award, without regard to actual   performance and without proration for less than the full Performance Period.  Bonus Awards   paid in connection with a Change in Control will be paid within 60 days following the Change in   Control.                                     ARTICLE 9                  EFFECT OF A TERMINATION OF EMPLOYMENT    9.1   Termination of Employment Due to Death or Disability.  If a Participant's   employment terminates during a Performance Period due to death or Disability, the Participant   (or his or her estate in the event of death) will receive a Bonus Award equal to the Target Award   for the applicable Performance Period. Payment of the Bonus Award for a deceased or Disabled   Participant will occur no later than 2 1⁄2 months after the end of the year in which the Participant   dies or becomes Disabled.  The Committee retains the discretion to pay a Bonus Award to the   Participant (or his or her estate in event of death) greater than the Target Award for the   applicable Performance Period.    9.2   Termination of Employment Due to Retirement.  If a Participant's employment   terminates during a Performance Period due to Retirement, the Participant will receive a prorated   Bonus Award at the end of the Performance Period, based upon the portion of the Performance   Period during which the Participant was employed with the Company or an Affiliate.  The actual   payout will not occur until the end of the Performance Period, at which the time the performance   for the entire Performance Period will be used to determine the amount of the Bonus Award   before proration by multiplying the Bonus Award by a fraction, the numerator of which equal the   number of days that elapsed since the beginning of the Performance Period through and   including the date of the Participant's Retirement and the denominator of which equals the total   number of days in the Performance Period.    9.3   Other Terminations of Employment.  If a Participant's employment terminates during a   Performance Period for any reason other than death, Disability or Retirement, the Participant will   forfeit all rights to any Bonus Award under the Plan.                                     ARTICLE 10                              GENERAL PROVISIONS    10.1          Compliance with Legal Requirements.  The Plan and the granting of Bonus Awards  shall be subject to all applicable federal and state laws, rules and regulations, and to such  approvals by any regulatory or governmental agency as may be required.    10.2          Non-transferability.  A person's rights and interests under the Plan, including any   Bonus Award previously made to such person or any amounts payable under the Plan, may not   be assigned, pledged, or transferred, except in the event of the Participant's death, to a designated    9   13369900.6 





 






beneficiary in accordance with the Plan, or in the absence of such designation, by will or the  laws of descent or distribution.    10.3          No Right to Employment.  Nothing in the Plan or any Award Agreement shall confer  upon any person the right to continue in the employment of the Company or any Affiliate or  affect the right of the Company or any Affiliate to terminate the employment of any Participant.    10.4          No Right to Bonus Award.  Unless otherwise expressly set forth in an employment  agreement signed by the Company and a Participant, a Participant shall not have any right to any  Bonus Award under the Plan until such Bonus Award has been paid to such Participant and  participation in the Plan in one Performance Period does not connote any right to become a  Participant in the Plan in any future Performance Period.    10.5          Withholding.  The Company shall have the right to withhold from any Bonus Award,  any federal, state or local income and/or payroll taxes required by law to be withheld and to take  such other action as the Committee may deem advisable to enable the Company and Participants  to satisfy obligations for the payment of withholding taxes and other tax obligations relating to a  Bonus Award.    10.6          Amendment or Termination of the Plan.  The Board or the Committee may, at any  time, amend, suspend or terminate the Plan in whole or in part. Notwithstanding the foregoing,  no amendment shall materially, adversely affect the rights of any Participant to Bonus Awards  outstanding at the time of such amendment, suspension or termination, without the consent of the  affected Participant.    10.7          Unfunded Status.  Nothing contained in the Plan, and no action taken pursuant to its  provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship  between the Company and any Participant, beneficiary or legal representative or any other  person. To the extent that a person acquires a right to receive payments under the Plan, such right  shall be no greater than the right of an unsecured general creditor of the Company. All payments  to be made hereunder shall be paid from the general funds of the Company and no special or  separate fund shall be established and no segregation of assets shall be made to assure payment  of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject  to the Employee Retirement Income Security Act of 1974, as amended (ERISA).    10.8          Governing Law.  The Plan shall be construed, administered and enforced in accordance  with the laws of Kansas without regard to conflicts of law.    10.9          Beneficiaries.  To the extent that the Committee permits beneficiary designations, any  payment of Bonus Awards due under the Plan to a deceased Participant shall be paid to the  beneficiary duly designated by the Participant in accordance with the Company's practices. If no  such beneficiary has been designated or survives the Participant, payment shall be made by will  or the laws of descent or distribution.    10.10      Section 409A of the Code.  It is intended that payments under the Plan qualify as short- term deferrals exempt from the requirements of Section 409A of the Code. In the event that any  Bonus Award does not qualify for treatment as an exempt short-term deferral, it is intended that   10  13369900.6 





 






such amount will be paid in a manner that satisfies the requirements of Section 409A of the  Code. The Plan shall be interpreted and construed accordingly.    10.11      Expenses.  All costs and expenses in connection with the administration of the Plan shall  be paid by the Company.    10.12      Section Headings.  The headings of the Plan have been inserted for convenience of  reference only and in the event of any conflict, the text of the Plan, rather than such headings,  shall control.    10.13      Severability.  In the event that any provision of the Plan shall be considered illegal or  invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the  Plan, but shall be fully severable, and the Plan shall be construed and enforced as if such illegal  or invalid provision had never been contained therein.    10.14      Gender and Number.  Except where otherwise indicated by the context, wherever used,  the masculine pronoun includes the feminine pronoun; the plural shall include the singular, and  the singular shall include the plural.    10.15      Non-exclusive.  Nothing in the Plan shall limit the authority of the Company, the Board  or the Committee to adopt such other compensation arrangements as it may deem desirable for  any Participant.    10.16      Notice.  Any notice to be given to the Company or the Committee pursuant to the  provisions of the Plan shall be in writing and directed to the Company at;         CrossFirst Bankshares, Inc. Annual Incentive Plan        ATTN: General Counsel & Corporate Secretary        11440 Tomahawk Creek Pkwy        Leawood, Kansas 66211   10.17      Successors.  All obligations of the Company under the Plan with respect to Bonus  Awards granted hereunder shall be binding upon any successor to the Company, whether the  existence of such successor is the result of a direct or indirect purchase, merger, consolidation or  otherwise, of all or substantially all of the assets of the Company.     11  13369900.6