exhibit101






 

Table of Contents
 

1 
AMENDED AND RESTATED 
EMPLOYMENT AGREEMENT
THIS 
AMENDED 
AND 
RESTATED 
EMPLOYMENT 
AGREEMENT 
(the 
“Agreement”), 
effective as of July 1, 2022
(the “Effective Date”)
,
 
is entered into by and between CrossFirst Bank, a 
state 
bank organized 
under the 
laws of 
the State 
of Kansas 
(the “Company”), 
and W. Randall 
Rapp (“Employee”), 
and 
amends 
and 
restates 
in 
full 
that 
certain 
Employment 
Agreement 
dated 
effective 
April 
1, 
2019, 
as 
amended by that certain First Amendment to Employment Agreement dated 
effective as of May 11, 2021. 
RECITALS: 
The parties have 
agreed to execute 
this Agreement 
in order to 
memorialize the 
terms and conditions 
on 
which 
the 
Company 
shall 
continue 
to 
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 
or 
under 
common 
control 
with 
CrossFirst 
Bankshares, 
Inc., 
a 
Kansas 
corporation 
(the 
“Holding 
Company,” 
each 
such 
affiliated 
company 
an 
""Affiliate," and, collectively all Affiliates, the “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 retains Employee 
to serve as 
the President
of the Company.
(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.
1.2 
ACCEPTANCE. 
Employee 
hereby 
accepts 
employment 
by 
the 
Company 
in 
the 
capacity 
set forth in Section 1.1, 
above, and agrees 
to continue 
to perform the 
duties of such 
position 






 

Table of Contents
 

2 
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 
Dallas
, 
Texas 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 three (3) 
years, which term shall 
thereafter automatically renew for 
successive one (1) year 
terms unless: 
i) the 
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 $400,000 worth 
of Shares of the 
Holding Company 
(“Required Stock”) in 
accordance with the 
Company’s stock 
ownership requirement policy, 
which 
may be amended from 
time to time by 
the Compensation Committee of 
the Board of Directors 
of the 
Holding Company (the “Committee”). 
Unless such failure is waived by 
the Committee, in the event 
Employee fails 
to hold 
sufficient Company 
stock in 
accordance with 
the stock 
ownership requirement 
policy 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. 

2.
COMPENSATION. 
The 
Company 
shall 
compensate 
Employee 
for 
his 
services 
pursuant 
to 
this 
Agreement as follows:
2.1 
BASE COMPENSATION.
(a)
BASE SALARY. 
Effective 
June 1, 
2022, the 
Company shall 
pay to 
Employee an 
initial annual salary 
in the amount 
of Four Hundred 
and Ten 
Thousand
Dollars ($410,000) 
(“Base Salary”), payable in periodic installments in accordance with the Company’s regular 
payroll practices as in effect from time to time. 
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.
(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.






 

Table of Contents
 

3 
2.2 
BONUSES. 
(a)
CRITERIA. 
Employee 
shall 
be 
eligible 
to 
receive 
periodic 
incentive 
bonuses 
in 
accordance 
with 
the 
terms 
and 
conditions 
of 
the 
Company’s 
Annual 
Incentive 
Plan 
(the 
“AIP”), as amended, restated or supplemented from time to time (“each a “Bonus”), in such 
amounts, 
if 
any, 
and 
at 
such 
times 
as 
may 
be 
determined 
by 
the 
Committee, 
in 
its 
sole 
discretion. 
For 2022, 
Employee’s target bonus 
opportunity shall 
be 50% 
of Employee’s Base 
Salary; such 
bonus opportunity may, 
based on the 
Company’s or 
Employee’s 
performance 
during the applicable year, 
be increased to a maximum of 
75% of Employee’s 
Base Salary. 
In accordance with 
the AIP, 
the Committee will 
establish the terms 
and conditions of 
such 
Bonus for Employee for the following year based upon measurable 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
th
 
of the calendar 
year immediately following the end of the calendar year in which 
such Bonus is earned. 
(c) 
ONE-TIME PROMOTION BONUS. 
Employee shall receive a one-time 
cash promotion bonus of Ten Thousand Dollars ($10,000) which shall be paid in 
2022. 

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 
mobile 
communication 
devices 
or 
a 
reimbursement 
for 
use 
of 
a 
personal 
device for his use in connection with the 
Company’s business with a provider acceptable to 
the Company. 
Employee shall use 
and maintain such devices 
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.






 

Table of Contents
 

4 
2.5 
EQUITY INCENTIVE PLAN.
As 
an 
active 
key 
employee 
in 
the 
Company 
and 
its 
Affiliates, Employee 
shall have 
the right 
to participate 
in the 
current CrossFirst 
Bankshares, Inc. 
2018 
Omnibus Equity 
Incentive Plan, 
as amended, 
supplemented or 
restated from 
time to 
time (the 
“Equity 
Incentive Plan”), 
for certain 
eligible key 
employees, a 
copy of 
which has 
been provided 
by Company. 

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 as approved 
by the 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 2022, Employee 
will 
receive equity 
awards consisting 
of: (i) 
5,000 time-based 
restricted stock 
units that 
vest ratably 
in 
annual increments over three years 
and (ii) 5,000 stock 
appreciation rights that vest 
ratably in annual 
increments over seven years 
with a grant date strike 
price equal to the fair 
market value of a Share 
of 
Holding Company on the grant date. For awards granted under 
the Equity Incentive Plan after 2022, 
Employee will be eligible for awards with a fair value as of 
the grant date equal to 40% of his then-
applicable base salary. 
3.
TERMINATION. 
3.1 
DEFINITIONS. 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, as amended, supplemented or restated from time to time. 
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 (60th) 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 






 

Table of Contents
 

5 
enrolled 
in 
a 
health, 
vision 
or 
dental 
plan 
sponsored 
by 
the 
Company 
before 
the 
Date 
of 
Termination. 
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 Section 3 or any other provision of this Agreement to the 
contrary:
(a)
CONFIDENTIALITY. 
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. 
On or before 
the Date of 
Termination, 
or 
upon 
request 
of 
the 
Company, 
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.
Nothing contained in 
this Section 3.2(a) 
shall be construed 
as preventing Employee 
from providing Confidential 
Information 
in 
compliance 
with 
a 
valid 
court 
order 
issued 
by 
a 
court 
of 
competent 
jurisdiction, 
providing 
Employee 
takes 
reasonable 
steps 
to 
prevent 
dissemination 
of 
such 
Confidential 
Information 
and 
notifies 
the 
Company 
in 
a 
reasonable 
amount 
of 
time 
in 
advance 
of 
such 
dissemination. 
Nothing 
in 
this 
Agreement 
prohibits 
Employee 
from 
reporting possible violations of federal or state law or regulation to any 
government agency 
or entity, including but not limited to, the Equal Employment Opportunity Commission, the 
Department 
of 
Justice, 
Congress, 
or 
other 
applicable 
regulatory 
agency, 
or 
making 
other 
disclosures that are protected under the whistleblower provisions of 
applicable law. 
(b) 
NONSOLICITATION. 
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 
Company offering the 
compensation and 
perquisites provided 
under this 
Agreement, and 
subject to 
the condition 
precedent of 
the Company 
timely providing 
Employee the 
payments called 
for hereunder, 
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 with whom 
Employee personally 
had any contact 
during Employee’s employment and 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 






 

Table of Contents
 

6 
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 
and 
with 
whom 
Employee 
personally 
had 
any 
contact 
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 Holding Company or its 
successor 
owns a 
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 
percent 
(5%) 
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 
contractors 
of 
the 
Company with 
whom 
Employee 
personally 
had 
any 
contact 
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. 
(c)
OTHER 
EMPLOYMENT. 
In 
the 
event 
Employee 
becomes 
employed 
as 
an 
employee 
or 
consultant for 
a 
company 
that 
provides financial 
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(c) or 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 
Employee’s lawful profession, trade or business.






 

Table of Contents
 

7 
(d)
GENERAL RELEASE. Employee shall not be entitled to receive any benefits upon 
termination of 
employment described 
in 
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, 
(iii) 
any 
claims 
for 
workers compensation benefits; 
(iv) Employee’s rights, if any, under the Severance 
Plan, (v) 
Employee’s 
rights, 
if 
any, 
as 
an 
owner 
of 
any 
Shares 
of 
the 
Holding 
Company, 
(vi) 
Employee’s rights under this 
Agreement, or 
(vi) 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 
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. 
3.6 
LIMITATION 
ON PAYMENTS. 
Notwithstanding any other provision of 
this Agreement, 
payments and benefits which 
Employee has a right to 
receive from the Company under 
Section 3.3 
which 
result 
in there 
being 
a “parachute 
payment” 
under 
Section 
280G 
of the 
Internal 
Revenue 
Code, 
(the 
“Code”), 
then 
such 
payments 
shall 
be reduced 
by the 
minimum 
amount 
necessary 
to 
avoid 
the imposition 
of the 
excise 
tax (“Excise 
Tax”) 
under 
Section 
4999 of 
the Code, 
provided, 
however, 
that no 
such reduction 
in such 
payments shall 
be made 
if by 
not making 
such reduction, 
Employee’s 
Retained Amount (as 
hereinafter defined) would 
be greater than 
Employee’s Retained 
Amount if such payments are so reduced. All determinations required to be made under this Section 
3.6 shall be 
made by tax 
counsel selected by 
the Company and 
reasonably acceptable to 
Employee 
(“Tax 
Counsel”), 
which 
determinations 
shall 
be 
conclusive 
and 
binding 
on 
Employee 
and 
the 
Company absent manifest error. 
All fees and 
expenses of Tax 
Counsel shall be 
borne solely by 
the 
Company. 
Prior to 
any reduction 
in such 
payments to 
Employee pursuant 
to this 
Section 3.6, 
Tax 
Counsel 
shall provide 
Employee and 
the 
Company with 
a report 
setting forth 
its calculations 
and 
containing related 
supporting information. 
In the 
event any 
such reduction 
is required, 
such payments 
shall be reduced in the following order: (i) any 
COBRA payments, (ii) the Severance Payments, 
(iii) 
any 
other 
portion 
of 
such 
payments 
that 
are 
not 
subject 
to 
Section 409A 
of 
the 
Code 
(other 
than 
payments resulting 
from any accelerated 
vesting of 
an equity award 
under the Equity 
Incentive Plan), 
(iv) any payments that are subject to Section 409A of the Code in reverse order of payment, and (v) 
any portion 
of such 
payments that 
are not 
subject to 
Section 409A 
and arise 
from any 
accelerated 
vesting of 
an award 
under the 
Equity Incentive 
Plan. “Retained 
Amount” shall 
mean the 
present value 
(as determined in accordance with 
Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the 
Code) of such 
payments net of all federal, state and local taxes imposed on Employee 
with respect thereto. 
4.
MISCELLANEOUS
4.1 
NOTICES. 
Any 
notices 
permitted 
or 
required 
to 
be 
given 
pursuant 
to 
this 
Agreement 
shall 
be 
sufficient 
if 
given 
in 
writing 
and 
if 
personally delivered 
by receipted 
hand 
delivery to 






 

Table of Contents
 

8 
Employee or to the 
Company, or if deposited in the United 
States mail, postage prepaid, 
first class or 
certified 
mail, 
to 
Employee 
at 
his 
residence 
address 
or 
to 
the 
Company’s 
corporate 
headquarters 
address (attention General 
Counsel) or to such 
other addresses as 
each party may 
give the other party 
notice in accordance with this Agreement.
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 
of this Agreement.
4.8 
REASONABLE 
VERIFICATION. 
The 
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. 







 

Table of Contents
 

9 
(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 
or in 
kind benefits 
is not 
subject to 
liquidation 
or exchange for another benefit. 
[The remainder of this page is intentionally blank. Signatures follow.] 






 

 

 

Table of Contents
 

10 
IN WITNESS 
WHEREOF, 
the 
parties hereto 
have executed 
this Agreement, 
effective 
as of 
the 
date set 
forth above. 
COMPANY: 
EMPLOYEE: 
CrossFirst Bank
 

By: 

/s/ Amy Fauss 

Signature: /s/ W. Randall Rapp 

 
Amy Fauss 
 
Chief Human Resources Officer 
 

 

W. 
Randall Rapp