q32021exhibit101






 

Table of Contents
 

1 
FIRST AMENDMENT TO EMPLOYMENT 
AGREEMENT
THIS 
FIRST 
AMENDMENT 
TO 
EMPLOYMENT 
AGREEMENT 
("Amendment") 
is
made and 
entered into 
on May 
11, 
2021, amends 
certain terms, 
effective as 
of the 
date provided 
below, 
of that 
employment agreement entered 
into, by and 
between CrossFirst Bank, 
a state 
bank 
organized under 
the laws 
of the 
State of 
Kansas (the 
"Company"), CrossFirst 
Bankshares, Inc., 
a 
Kansas 
Corporation 
(the 
"Holding 
Company"), 
and 
W. 
Randall 
Rapp 
("Employee") 
on 
April 
1, 
2019 (the "Employment Agreement").
WHEREAS, 
the 
Company, 
the 
Holding 
Company, 
and 
Employee 
entered 
into 
the 
Employment 
Agreement for 
the 
purpose of 
memorializing the 
terms 
of 
Employee's employment 
with the Company;
WHEREAS, 
section 
5.9(b) 
of 
the 
Employment 
Agreement 
permits 
the 
Employment 
Agreement to be 
modified or amended by 
a written instrument, executed by the 
party against whom 
enforcement of such amendment may be sought;
WHEREAS, Employees title has 
changed and the 
Company and Employee 
desire 
to 
amend
·the Employment Agreement to reflect such changes;
WHEREAS, 
section 
3 
of 
the 
Employment 
Agreement 
provides 
Employee 
with 
certain 
rights in the 
event of a 
termination of employment, 
including the right 
to receive certain 
financial 
benefits in the event of Employee's involuntary termination of employment;
WHEREAS, 
effective 
as 
June 
2, 
2020, 
the 
Holding 
Company 
adopted 
the 
CrossFirst 
Bankshares, 
Inc. 
Senior 
Executive 
Severance 
Plan 
(the 
"Severance 
Plan") 
which 
is 
intended 
to 
provide financial protection in the event of unexpected job loss to senior executives of the Holding 
Company or the Company;
WHEREAS, 
the 
Company, 
the 
Holding 
Company, 
and 
Employee 
desire 
to 
amend 
the 
Employment Agreement such that Employee will no longer 
be entitled to the benefits described in 
section 
3 
of 
the 
Employment Agreement, 
but 
instead will 
participate in 
the 
Severance Plan, 
and 
effective 
from 
the 
date 
provided 
below, 
section 
3 
of 
the 
Employment 
Agreement, 
other 
than 
sections 
3.l(c), 3.l(h), and 3.7, 
will 
be null and void 
and of no application; 
and
WHEREAS, 
section 
l.l(a) and 
section 3 
of the 
Employment 
Agreement 
will 
be amended 
as provided herein.
NOW, 
THEREFORE, effective 
as provided 
below, 
the following 
amendments are 
hereby 
made to the Employment Agreement:
1.
As 
of the 
date 
hereof, section 
1.1 
of the 
Employment 
Agreement 
is hereby 
deleted 
and 
replaced with the following: 
1.1
POSITION AND TITLE. The Company hereby hires 
Employee to serve as the Chief 
Risk and Credit 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 






 

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2 
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.
2.
Effective 
upon 
Employee's 
participation 
in 
the 
Severance 
Plan 
(the 
"Effective 
Date"), 
all 
of section 
3 of 
the 
Employment 
Agreement, 
with 
the exception 
of sections 
3. l(c), 
3.l(h), and 
3.7, 
is null 
and 
void 
and has 
been superseded 
by the 
terms 
of the 
Severance 
Plan, 
such that 
the 
terms 
of the 
Severance 
Plan shall 
exclusively 
govern the 
rights 
of and 
benefits 
available 
to Employee 
in 
the event of a 
termination of 
employment.
3.
As 
of 
the 
Effective 
Date. 
section 
3.l(h) 
of 
the 
Employment 
Agreement 
is 
hereby 
deleted 
and replaced with 
the following:
"(h) 
''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 
CrossFirst 
Bankshares. 
Inc. 
Senior 
Executive 
Severance 
Plan, 
specifies 
in 
reasonable 
detail the basis 
for such resignation.
11
4.
As 
of 
the 
Effective 
Date. 
a 
new 
subsection 
3.7 
is 
added 
to 
section 
3 
of 
the 
Employment 
Agreement which 
reads as follows:
11
3.7 
SUPERSESSION 
OF 
SEVERANCE 
BENEFITS. 
In 
the 
event 
the 
Committee 
designates 
Employee 
as 
a 
participant 
in 
the 
CrossFirst 
Bankshares, 
Inc. 
Senior 
Executive 
Severance Plan 
(the "Severance 
Plan"), upon 
such a designation 
becoming effective, 
the terms and 
conditions 
of the 
Severance 
Plan shall 
supersede 
the terms 
and conditions 
of this 
Section 
3, other 
than 
sections 
3.l(c), 
3.l(h), 
and 
3.7, 
and 
the 
Severance 
Plan 
alone 
shall 
govern 
and 
control 
Employee's 
entitlement 
to 
severance 
benefits, 
the 
amount 
of 
any 
severance 
benefits, 
and 
the 
payment terms 
of such severance 
benefits.
 







 

 

 

 

 

 

 

 

 

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3 
IN 
WITNESS 
WHEREOF, 
the 
parties hereto have executed this 
Amendment, 
on 
the date 
set forth above. 
CROSSFIRST 
BANKSHARES, 
INC. 
CROSSFIRST BANK 
NAME:
 
Michael J. 
Maddox 

NAME:
 
Michael J. 
Maddox
SIGNATURE:
 
/s/ Michael 
J. Maddox 

SIGNATURE:
 
/s/ Michael 
J. Maddox
TITLE:
 
CEO 

TITLE:
 
CEO 

EMPLOYEE 
NAME:
 
W. Randall Rapp 
SIGNATURE:
 
/s/ W. Randall Rapp