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Exhibit 10.13
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
DB04/0835466.0001/14124542.2
CROSSFIRST BANKSHARES, INC.
2018 OMNIBUS EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
 
AGREEMENT
Date of Grant:
 
________________________________
Number of Restricted Stock Units Granted:
 
________________________________
This Restricted Stock Unit Award Agreement (this "RSU Award
 
Agreement"), is entered into on
___________________________, by and between CrossFirst Bankshares,
 
Inc., a Kansas Corporation (the
"Company") and _________________
 
(the "Grantee").
RECITALS:
A.
 
Effective October 25, 2018, the Company adopted the CrossFirst Bankshares, Inc.
 
2018
Omnibus Equity Incentive Plan (the "Plan") pursuant to which the Company
 
may, from time to time,
grant Restricted Stock Units to eligible Service Providers of the Company
 
and its Affiliates.
B.
 
The Grantee is a Service Provider of the Company or one of its Affiliates and
 
the
Company desires to grant to the Grantee Restricted Stock Units relating
 
to the Company's Shares on the
terms and conditions reflected in this RSU Award Agreement, the Plan and as otherwise established by
the Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and other good
 
and valuable
consideration, the receipt of which is hereby acknowledged, the parties
 
agree as follows:
S
ection 1.
 
Incorporation of the Plan.
 
All provisions of this RSU Award Agreement and
the rights of the Grantee hereunder are subject in all respects
 
to the provisions of the Plan, the terms of
which are incorporated herein by reference, and the powers of the Committee
 
therein provided.
 
Capitalized terms used in this RSU Award Agreement but not defined herein have the meanings set forth
in Plan.
S
ection 2.
 
Grant of Restricted
 
Stock Units.
 
As of the
 
Date of Grant
 
identified above, the
Company hereby
 
grants to
 
the Grantee
 
and credits
 
to a
 
separate account
 
maintained on
 
the books
 
of the
Company
 
("Account")
 
that
 
number
 
of
 
Restricted
 
Stock
 
Units
 
identified
 
above
 
opposite
 
the
 
heading
"Number of Restricted Stock
 
Units Granted" (the "RSUs").
 
On any date, the value
 
of each RSU shall equal
the Fair Market
 
Value of a Share and
 
each RSU
 
shall represent
 
a right
 
to receive one
 
Share, if the
 
applicable
terms and
 
conditions are
 
satisfied.
 
The Grantee's
 
interest in
 
the Account
 
shall make
 
the Grantee
 
only a
general, unsecured creditor of the Company. Unless otherwise provided for in the Plan, the RSUs may not
be
 
sold,
 
transferred,
 
gifted,
 
bequeathed,
 
pledged,
 
assigned,
 
or
 
otherwise
 
alienated
 
or
 
hypothecated,
voluntarily or involuntarily.
 
The rights of the Grantee with respect to the RSUs shall remain forfeitable at
all times prior
 
to the date
 
or dates (each
 
a "Vesting
 
Date") on which such
 
rights are vested
 
in accordance
with Section 3 below.
 
S
ection 3.
 
Vesting
 
and Settlement of RSUs.
 
The RSUs may be settled by delivering to the
Grantee or his
 
or her Beneficiary, as
 
applicable, either, as
 
determined by
 
the Company in
 
its sole discretion,
(a) an amount
 
of cash equal
 
to the Fair
 
Market Value
 
of a Share
 
as of the
 
Vesting
 
Date multiplied by the
 
 
Exhibit 10.13
2
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
number of Shares underlying
 
the RSUs held by
 
the Grantee (or a
 
specified portion of
 
the RSUs in the
 
event
of any partial
 
vesting), or (b)
 
a number of
 
Shares equal to
 
the whole number
 
of Shares underlying
 
the RSUs
then held by the Grantee (or a specified portion of the RSUs in
 
the event of any partial vesting).
 
The date
on which the Company pays cash or issues
 
Shares to the Grantee in connection with vesting of
 
an RSU is
the settlement date.
 
Except as specifically provided
 
elsewhere under the
 
Plan or in this
 
RSU Award Agreement, the restrictions
on the RSUs will lapse and the RSUs will become vested in accordance with
 
the schedule set forth below:
Vesting
 
Date
Percentage of RSUs Vested
_______
_______%
_______
_______%
_______
_______%
Notwithstanding the foregoing,
 
(a) if the Grantee's position
 
as a Service Provider
 
with the Company or
 
any
of its Affiliates is terminated by reason of the Grantee's death or
 
Disability, the Vesting
 
Date for all of the
RSUs automatically
 
will be accelerated
 
to the
 
date of the
 
Grantee's termination as
 
a Service
 
Provider; or
(b) if the Grantee
 
resigns his or her
 
position as a Service
 
Provider with the Company
 
or any of its Affiliates
due to Retirement, the
 
unvested RSUs shall
 
not be forfeited upon
 
Grantee's Retirement and
 
shall instead be
settled in accordance with
 
the vesting schedule shown above
 
(i.e., the specified percentage
 
of RSUs shall
be settled
 
no later
 
than the
 
60
th
 
day following
 
each original
 
Vesting
 
Date shown
 
on the
 
vesting schedule
above that occurs after the date on which the Grantee resigns his or her
 
position as a Service Provider due
to
 
Retirement).
 
For
 
purposes
 
of
 
this
 
RSU
 
Award
 
Agreement,
 
"Retirement"
 
shall
 
mean
 
the
 
Grantee
resigning his or her
 
position as a Service
 
Provider with the Company or
 
any of its Affiliates
 
(other than a
resignation
 
in
 
connection
 
with
 
the
 
Grantee's
 
employment
 
being
 
terminated
 
for
 
Cause)
 
after
 
the
 
first
anniversary of
 
the
 
Date of
 
Grant
 
and after
 
(i) attaining
 
age 55,
 
(ii)
 
providing 10
 
years
 
of
 
service to
 
the
Company or its Affiliates (for
 
purposes of this RSU
 
Award Agreement, a "year of service" is
 
a consecutive
365 day period during
 
which the Grantee served as
 
a Service Provider), and
 
(iii) six months have elapsed
from the date
 
the Grantee provided
 
the General Counsel
 
and Corporate Secretary
 
of the Company,
 
or his
or her designee(s), with advance written notice of the Grantee's intent
 
to resign due to Retirement.
Payment of the cash and/or Shares following
 
a Vesting Date (or,
 
in the case of a Grantee who has
 
resigned
his
 
or
 
her
 
position
 
as
 
a
 
Service
 
Provider
 
due
 
to
 
Retirement, each
 
original
 
"Vesting
 
Date"
 
listed
 
on
 
the
vesting
 
schedule
 
above)
 
shall
 
be
 
made
 
by
 
the
 
Company
 
to
 
the
 
Grantee
 
as
 
soon
 
as
 
administratively
practicable, but no later
 
than the 60th
 
day following a Vesting
 
Date (or,
 
in the case
 
of a Grantee
 
who has
resigned his or her position as a
 
Service Provider due to Retirement,
 
each original "Vesting Date" listed on
the vesting schedule above).
 
Section 4.
 
Cancellation of RSUs.
 
Unless otherwise provided
 
in this Section 4
 
or in the
 
Plan,
if, prior to the final Vesting Date, the Grantee's position as a Service
 
Provider to the Company or any
 
of its
Affiliates
 
is
 
terminated
 
for
 
any
 
reason
 
(other
 
than
 
the
 
Grantee's
 
death,
 
Disability,
 
or
 
Retirement)
 
or
 
no
reason, the Grantee
 
shall thereupon
 
immediately forfeit
 
any and all
 
unvested RSUs,
 
all such unvested
 
RSUs
shall
 
be cancelled
 
and the
 
Grantee shall
 
have no
 
further rights
 
under this
 
RSU Award
 
Agreement.
 
For
purposes of this RSU Award
 
Agreement, the transfer of employment between the Company and any of its
Affiliates (or
 
between Affiliates)
 
shall not
 
constitute a
 
termination of
 
the Grantee's
 
position as
 
a Service
Provider.
 
Section 5.
 
Dividends and
 
Voting.
 
Prior to
 
an RSU's
 
settlement date,
 
the Grantee
 
shall be
entitled
 
to
 
receive
 
Dividend
 
Equivalent
 
payments
 
for
 
any
 
dividends
 
paid
 
by
 
the
 
Company
 
on
 
Shares,
whether payable in Stock, in cash or in kind, or other distributions, declared
 
as of a record date that occurs
on or after the Date of Grant hereunder
 
and prior to any cancellation of such
 
RSUs, provided that any such
 
 
 
 
Exhibit 10.13
3
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
Dividend Equivalent payments shall be held in escrow by the Company and, be subject to the same rights,
restrictions on transfer
 
and conditions applicable
 
to the underlying
 
RSUs.
 
In the event
 
of cancellation of
any or
 
all of
 
the RSUs,
 
the Grantee
 
will forfeit
 
all Dividend
 
Equivalent payments
 
held in
 
escrow and
 
relating
to the underlying cancelled
 
RSUs.
 
The Grantee will have
 
no voting rights with
 
respect to any of
 
the RSUs.
Section 6.
 
Tax Withholding.
 
The Grantee shall be required to pay to the Company, and the
Company shall have the
 
right to deduct from
 
any compensation paid to
 
the Grantee pursuant to
 
the Plan, or
from
 
any
 
other
 
compensation otherwise
 
due
 
to
 
the
 
Grantee,
 
the
 
amount
 
of
 
any
 
federal,
 
state,
 
and
 
local
withholding obligations of the Company with
 
respect to the RSUs.
 
The Company will not deliver Shares
to the Grantee under this
 
RSU Award
 
Agreement unless the Grantee has remitted (or
 
in appropriate cases
agrees
 
to
 
remit)
 
or
 
otherwise
 
provided
 
for
 
the
 
satisfaction
 
of
 
any
 
withholding
 
obligation.
 
Unless
specifically denied by the
 
Committee, the Grantee
 
may elect to satisfy
 
any such withholding obligations
 
by
one or a combination of the following methods:
(a)
 
payment of an amount in cash equal to the amount to be withheld;
(b)
 
payment by tendering previously acquired Shares (either actually
 
or by attestation) valued
at the Share's then Fair Market Value and equal
 
to the amount to be withheld; or
(c)
 
requesting that the
 
Company withhold from
 
the Shares otherwise
 
issuable to the
 
Grantee
Shares having a Fair Market Value equal to or less than the amount to be withheld.
To the extent the Committee
 
permits withholding
 
through either the
 
payment of previously
 
acquired Shares
or withholding from Shares
 
otherwise issuable to the Grantee,
 
any such withholding shall
 
be in accordance
with
 
any
 
rules
 
or
 
established procedures
 
for
 
election by
 
Participants, including
 
any
 
rules
 
or
 
restrictions
relating
 
to
 
the
 
period
 
of
 
time
 
any
 
previously
 
acquired
 
Shares
 
have
 
been
 
held
 
or
 
owned,
 
including
 
any
elections, the irrevocability of
 
any election, or
 
any special rules relating
 
to a Grantee
 
who is an
 
officer of
the Company within the meaning of Section 16 of the 1934 Act.
In the
 
event that
 
the Grantee
 
becomes eligible
 
to resign
 
his or
 
her position
 
as a
 
Service Provider
 
due to
Retirement (i.e., when the Grantee has
 
attained age 55 and provided 10 years
 
of service to the Company or
its Affiliates), for
 
purposes of
 
certain FICA
 
tax withholding obligations,
 
any unvested
 
RSUs shall
 
no longer
be subject to a substantial risk of forfeiture as of the date the Grantee both attains age 55 and has provided
10 years of service to the Company or its Affiliates.
S
ection 7.
 
No
 
Right
 
to
 
Continue
 
as
 
a
 
Service
 
Provider.
 
Neither
 
the
 
Plan
 
nor
 
this
 
RSU
Award
 
Agreement
 
confers
 
upon
 
the
 
Grantee
 
any
 
right
 
to
 
be
 
retained
 
in
 
any
 
position
 
as
 
an
 
Employee,
Consultant, or Director of the Company.
 
Further, nothing in the Plan or this RSU Award Agreement shall
be construed to limit
 
the discretion of the
 
Company to terminate the
 
Grantee as a Service
 
Provider at any
time, with or without Cause.
 
S
ection 8.
 
Restrictive
 
Covenants.
 
In
 
consideration
 
for
 
the
 
granting
 
of
 
the
 
RSUs
 
and
 
in
addition to any
 
other restrictive agreements that
 
the Grantee may
 
have entered into
 
with the Company
 
or
an Affiliate, the Grantee accepts and agrees to be bound (except in cases in which
 
the following covenants
conflict with
 
the terms
 
of any
 
employment agreement
 
between the
 
Company or
 
an Affiliate
 
and the
 
Grantee;
in such cases the terms of such an employment agreement shall control) in accordance with the provisions
set forth in Exhibit A.
Section 9.
Compliance with
 
Law.
 
The issuance
 
and transfer
 
of Shares
 
shall be
 
subject to
compliance by the
 
Company and
 
the Grantee with
 
all applicable
 
requirements of federal
 
and state
 
securities
laws and with all
 
applicable requirements of any stock
 
exchange on which the
 
Company's Shares may be
 
 
 
 
 
 
 
 
Exhibit 10.13
4
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
listed. No Shares
 
shall be issued
 
with respect to
 
the RSUs unless
 
and until any
 
then applicable
 
requirements
of
 
state or
 
federal laws
 
and regulatory
 
agencies have
 
been fully
 
complied with
 
to the
 
satisfaction of
 
the
Company and its counsel. The Grantee
 
understands that the Company
 
is under no obligation to register
 
the
Shares
 
with
 
the
 
Securities
 
and
 
Exchange
 
Commission,
 
any
 
state
 
securities
 
commission,
 
or
 
any
 
stock
exchange to effect such compliance.
S
ection 10.
 
Notices.
 
Any
 
notice
 
required
 
to
 
be
 
delivered
 
to
 
the
 
Company
 
under
 
this
 
RSU
Award Agreement shall be in writing and addressed to
 
the General Counsel and Corporate
 
Secretary of the
Company at the Company's principal corporate office.
 
Any notice required to be delivered to the Grantee
under this RSU Award Agreement shall be in writing
 
and addressed to the
 
Grantee at the Grantee's
 
address
as shown in
 
the records of
 
the Company.
 
Either party may
 
designate another address in
 
writing (or such
other method approved by the Company) from time to time.
S
ection 11.
 
Governing Law.
 
This RSU Award
 
Agreement will be construed and interpreted
in accordance with the laws of the State of Kansas without regard to
 
conflict of law principles.
S
ection 12.
 
Adjustments.
 
If any change is made to the outstanding Stock or capital structure
of the Company,
 
if required, the
 
RSUs shall be
 
adjusted or terminated in
 
any manner as
 
contemplated by
the Plan.
S
ection 13.
 
Amendment.
 
This RSU Award
 
Agreement may be amended in
 
a manner that is
materially adverse to the Grantee only by a writing
 
executed by the parties hereto which specifically states
that it is amending this RSU Award Agreement.
S
ection 14.
 
Clawback Policy.
 
The RSUs
 
will be
 
subject to
 
certain provisions
 
of the
 
Dodd-
Frank
 
Wall
 
Street
 
Reform
 
and
 
Consumer
 
Protection
 
Act
 
of
 
2010
 
(“Dodd-Frank”)
 
and
 
any
 
other
compensation clawback
 
policy that
 
the Committee
 
has adopted
 
or is
 
required to
 
adopt pursuant
 
to the
 
listing
standatds of
 
any national
 
securities exchange
 
on which
 
the Company's
 
securities are
 
listed or
 
as is otherwise
required
 
by
 
Dodd
 
Frank
 
or
 
any
 
other
 
applicable
 
law,
 
including
 
without
 
limitation
 
the
 
CrossFirst
Bankshares, Inc. Incentive Compensation Clawback Policy.
 
Grantee acknowledges that the RSUs may be
clawed back by the
 
Company in accordance
 
with any policies
 
and procedures adopted
 
by the Committee in
order to comply with Dodd Frank or as set forth in this RSU Award Agreement.
 
Section 15.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
RSU
 
Award
Agreement shall be submitted
 
by the Grantee
 
or the Company to
 
the Committee for
 
review.
 
The resolution
of such dispute by the Committee shall be final and binding on the Grantee
 
and the Company.
S
ection 16.
 
Titles.
 
Titles are
 
provided herein for
 
convenience only and
 
are not to
 
serve as a
basis for interpretation or construction of this RSU Award Agreement.
S
ection 17.Section
 
409A Compliance.
 
Notwithstanding any provision
 
of the
 
Plan or
 
this RSU
Award Agreement to the contrary, (i) this RSU Award Agreement shall not
 
be amended in
 
any manner that
would cause any amounts payable
 
hereunder that are not
 
subject to Code Section 409A
 
("Section 409A")
to
 
become
 
subject
 
thereto
 
(unless
 
they
 
also
 
are
 
in
 
compliance
 
therewith),
 
and
 
the
 
provisions
 
of
 
any
purported amendment
 
that may
 
reasonably
 
be expected
 
to
 
result in
 
such
 
non-compliance shall
 
be of
 
no
force or
 
effect with
 
respect to
 
this RSU
 
Award
 
Agreement and
 
(ii) the
 
Company,
 
to the
 
extent it
 
deems
necessary
 
or
 
advisable in
 
its
 
sole
 
discretion, reserves
 
the
 
right, but
 
shall not
 
be required,
 
to
 
unilaterally
amend or modify this RSU Award
 
Agreement to reflect the intention that the Plan qualifies for exemption
from or complies with Section 409A in a manner that as closely as
 
practicable achieves the original intent
of this RSU
 
Award Agreement and with
 
the least reduction,
 
if any, in overall
 
benefit to a
 
Grantee to
 
comply
with
 
Section
 
409A
 
on
 
a
 
timely
 
basis,
 
which
 
may
 
be
 
made
 
on
 
a
 
retroactive
 
basis,
 
in
 
accordance
 
with
 
 
 
 
 
 
Exhibit 10.13
5
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
regulations and
 
other guidance
 
issued under
 
Section 409A.
 
Neither the
 
Company nor
 
the Committee
 
makes
any representation
 
that this
 
RSU Award
 
Agreement shall
 
be exempt
 
from or
 
comply with
 
Section 409A
and makes no undertaking to preclude Section 409A from applying
 
to this RSU Award Agreement.
S
ection 18.Successors and
 
Assigns.
 
The Company may
 
assign any of
 
its rights under
 
this RSU
Award
 
Agreement.
 
This
 
RSU
 
Award
 
Agreement
 
will
 
be
 
binding
 
upon
 
and
 
inure
 
to
 
the
 
benefit
 
of
 
the
successors and
 
assigns of
 
the Company.
 
Subject to
 
the restrictions
 
on transfer
 
set forth
 
herein, this
 
RSU
Award
 
Agreement
 
will
 
be
 
binding
 
upon
 
the
 
Grantee
 
and
 
the
 
Grantee's
 
beneficiaries,
 
executors,
administrators and the
 
person(s) to
 
whom the
 
RSUs may
 
be transferred by
 
will or
 
the laws
 
of descent
 
or
distribution.
S
ection 19.Severability.
 
The invalidity
 
or unenforceability
 
of any
 
provision of
 
the Plan
 
or this
RSU Award
 
Agreement shall not affect the validity or enforceability of
 
any other provision of the Plan or
this
 
RSU
 
Award
 
Agreement,
 
and
 
each
 
provision
 
of
 
the
 
Plan
 
and
 
this
 
RSU
 
Award
 
Agreement
 
shall
 
be
severable and enforceable to the extent permitted by law.
Section 20.
 
No Impact on Other Benefits.
 
The value of the RSUs is not part of the Grantee's
normal or expected compensation
 
for purposes of calculating
 
any severance, retirement,
 
welfare, insurance
or similar employee benefit.
Section 21.
Counterparts.
 
This
 
RSU
 
Award
 
Agreement
 
may
 
be
 
executed
 
in
 
counterparts,
each
 
of
 
which
 
shall
 
be
 
deemed
 
an
 
original
 
but
 
all
 
of
 
which
 
together
 
will
 
constitute
 
one
 
and
 
the
 
same
instrument.
 
Counterpart
 
signature
 
pages
 
to
 
this
 
RSU
 
Award
 
Agreement
 
transmitted
 
by
 
facsimile
transmission,
 
by
 
electronic
 
mail
 
in
 
portable
 
document
 
format
 
(.pdf),
 
or
 
by
 
any
 
other
 
electronic
 
means
intended to preserve the original graphic
 
and pictorial appearance of a document,
 
will have the same effect
as physical delivery of the paper document bearing an original signature.
Section 22.
 
Acceptance.
 
The Grantee hereby acknowledges receipt of a copy of the Plan and
this Agreement.
 
The Grantee
 
has read
 
and understands
 
the terms
 
and provisions thereof,
 
and accepts
 
the
RSUs subject to all of the terms and conditions of the Plan and this RSU
 
Award Agreement.
 
Section 23.
 
Entire
 
Agreement
 
and
 
Binding
 
Effect.
 
This
 
RSU Award
 
Agreement and
 
the
Plan constitute the entire
 
contract between the parties
 
hereto with regard
 
to the subject matter
 
hereof.
 
They
supersede any
 
other agreements,
 
representations or
 
understandings (whether
 
oral or
 
written and
 
whether
express or
 
implied) that
 
relate to
 
the subject
 
matter hereof.
 
Except as
 
expressly stated
 
herein to
 
the contrary,
this
 
RSU Award
 
Agreement will
 
be binding
 
upon and
 
inure to
 
the
 
benefit of
 
the
 
respective heirs,
 
legal
representatives, successors and assigns of the parties hereto.
[Signature Page Follows]
The parties
 
to this
 
RSU Award
 
Agreement have
 
executed this
 
RSU Award
 
Agreement as
 
of the
date provided in the preamble to this agreement.
Exhibit 10.13
6
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
CROSSFIRST BANKSHARES, INC.
By: _____________________
Name:___________________
Title:____________________
[GRANTEE NAME]
By: _____________________
Name:___________________
 
Exhibit 10.13
7
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
EXHIBIT A
Restrictive Covenants for Grantee Employed in Arizona, Georgia, Kansas, Missouri, Texas
or New Mexico
 
1.
NONCOMPETITION.
 
For a period
 
of one year
 
following the
 
date of Grantee's
termination
 
as
 
a
 
Service
 
Provider
 
("
Termination
 
Date")
,
 
Grantee
will
 
not
contribute his
 
or her
 
knowledge, directly
 
or indirectly, in
 
whole or
 
in part,
 
as an
 
employee,
officer,
 
owner,
 
manager,
 
advisor,
 
consultant,
 
agent,
 
partner,
 
director,
 
shareholder,
volunteer,
 
intern
 
or
 
in
 
any
 
other
 
similar
 
capacity
 
to
 
an
 
entity
 
engaged
 
in
 
the
 
same
 
or
similar
 
business
 
as
 
the
 
Company
 
or
 
one
 
of
 
its
 
Affiliates
 
within
 
the
 
state,
 
region
 
or
metropolitan statistical area (as appropriate) for which
 
Grantee had responsibility for,
 
or
conducted business
 
on behalf
 
of, the
 
Company or
 
one of
 
its Affiliates during
 
the two
 
years
prior to the Termination Date.
2.
NONSOLICITATION
 
OF
 
EMPLOYEES.
 
For
 
a
 
period
 
of
one
 
year
 
following
the
Termination
 
Date
 
,
 
Grantee will
 
not directly or
 
indirectly,
 
solicit, hire, recruit,
 
attempt
to
 
hire
 
or
 
recruit,
 
or
 
induce
 
the
 
termination
 
of
 
employment
 
of
 
any
 
employee
 
of
 
the
Company or one of its Affiliates.
3.
NONSOLICITATIO
 
N
 
OF
 
COMPANY
 
CUSTOMERS.
 
For
 
a
 
period
 
of
one
 
year
following
the Termination
 
Date
 
,
 
Grantee will not
 
directly or indirectly, solicit, contact
(including,
 
but
 
not
 
limited
 
to,
 
e-mail,
 
regular
 
mail,
 
express
 
mail,
 
telephone,
 
fax,
 
and
instant
 
message),
 
attempt
 
to
 
contact
 
or
 
meet
 
with
 
the
 
current,
 
former
 
or
 
prospective
customers
 
of
 
the
 
Company
 
or
 
one
 
of
 
its
 
Affiliates
 
with
 
whom
 
Grantee
 
had
 
material
contact
 
during
 
Grantee's
 
employment,
 
for
 
purposes
 
of
 
offering
 
or
 
accepting
 
goods
 
or
services
 
similar
 
to
 
or
 
competitive
 
with
 
those
 
offered
 
by
 
the
 
Company
 
or
 
one
 
of
 
its
Affiliates.
 
4.
NO
 
DETRIMENTAL
 
COMMUNICATIO
NS.
 
Grantee
agrees
 
not
 
to
 
disclose
 
or
cause to be disclosed
 
at any time
 
any untrue, negative, adverse
 
or derogatory comments
or information
 
about the
 
Company or
 
one of
 
its Affiliates, any
 
product or
 
service provided
by the
 
Company or
 
one of
 
its Affiliates
 
,
 
or prospects
 
for the
 
future of
 
the Company
 
or
one of its
 
Affiliates.
 
Notwithstanding the foregoing,
 
this provision does
 
not in any way
limit, restrict or impede Grantee’s
 
ability to provide truthful testimony or information
 
in
response to a subpoena, court or arbitral order, or as otherwise required by law.
5.
CONFIDENTIALITY.
 
Grantee
acknowledges that it is the policy of the Company
 
to
maintain as confidential all information
 
about the Company’s and its Affiliates' business,
proprietary,
 
and
 
technical
 
information
 
that
 
is
 
not
 
known
 
to
 
others,
 
including
 
without
limitation, customer
 
lists, information relating
 
to the
 
Company's or one
 
of its
 
Affiliates'
customers,
 
their
 
businesses,
 
operations,
 
employees
 
and
 
customers,
 
unique
 
concepts,
lending practices,
 
sales presentations,
 
marketing programs,
 
marketing strategies,
 
business
practices, pricing information,
 
employment handbooks, training
 
materials/manuals, cost
information, customer
 
leads, documents
 
identifying past,
 
present and
 
future customers,
hiring
 
and
 
training
 
methods,
 
investment
 
policies,
 
financial
 
and
 
other
 
confidential,
proprietary and/or trade secret
 
information concerning the Company’s
 
and its Affiliates'
Exhibit 10.13
8
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
operations
 
and
 
growth
 
plans
 
("Confidential
 
Information").
 
Grantee
 
recognizes
 
that
 
the
Confidential Information is the sole and exclusive property of the Company or one of its
Affiliates,
 
and
 
that
 
disclosure
 
of
 
Confidential
 
Information
 
would
 
cause
 
damage
 
to
 
the
Company or one
 
of its Affiliates.
 
Grantee shall not
 
at any time
 
disclose or authorize the
disclosure
 
of
 
Confidential
 
Information
 
that
 
(a) is
 
disclosed
 
to
 
or
 
known
 
by
 
Grantee
 
as
result
 
of
 
as
 
a
 
consequence
 
of
 
or
 
through
 
the
 
Grantee's
 
performance
 
of
 
services
 
for
 
the
Company
 
or
 
one
 
of
 
its
 
Affiliates,
 
(b)
 
is
 
not
 
publicly
 
or
 
generally
 
known
 
outside
 
the
Company or one
 
of its Affiliates
 
and (c) relates
 
in any
 
manner to the
 
Company's or one
of its Affiliates' business.
 
This Section 5 shall apply in addition
 
to, and not in derogation
of
 
any
 
other
 
confidentiality
 
agreements
 
that
 
may
 
exist,
 
now
 
or
 
in
 
the
 
future,
 
between
Grantee and the Company or one of its Affiliates.
1.
On
 
or
 
before
 
the
 
Termination
 
Date
,
Grantee
 
shall
 
return
 
to
 
the
 
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 Grantee will certify
 
that the provisions of
this paragraph have been complied with.
2.
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by the Grantee to the
 
contrary,
 
there shall be no restriction on
the Grantee's
 
ability
 
to (i)
 
report violations
 
of
 
any
 
law or
 
regulation,
 
(ii)
 
provide
truthful testimony or
 
information pursuant
 
to subpoena,
 
court order, or
 
similar legal
process, (iii) provide truthful information to government or regulatory agencies, or
(iv)
 
otherwise
 
engage
 
in
 
whistleblower
 
activity
 
protected
 
by
 
the
 
Securities
Exchange
 
Act
 
of
 
1934,
 
the
 
Dodd-Frank
 
Wall
 
Street
 
Reform
 
and
 
Consumer
Protection
 
Act,
 
or
 
any
 
rules
 
or
 
regulations
 
issued
 
thereunder,
 
including,
 
without
limitation, Rule 21F-17.
 
In addition, 18 U.S.C.
 
§1833(b) provides, in part:
 
“(1) 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.
 
…. (2) An
 
individual who
files a lawsuit for retaliation
 
by an employer for reporting a
 
suspected violation of
law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court
 
proceeding, if the individual (A) files any
 
document
containing the
 
trade secret
 
under seal;
 
and (B)
 
does not
 
disclose the
 
trade secret,
except pursuant
 
to court
 
order.”
 
Nothing in
 
this Exhibit
 
A, any
 
other agreement
executed by the
 
Grantee is
 
intended to conflict
 
with the
 
statutory protection
 
in 18
U.S.C. §1833(b).
6.
BREACH
 
OF
 
COVENANTS.
 
In
 
the
 
event
 
of
 
a
 
breach
 
of
 
any
 
of
 
the
 
covenants
contained
 
in
 
this
 
Exhibit
 
A:
 
(a)
 
any
 
unvested
 
portion
 
of
 
the
 
RSUs
 
shall
 
be
 
forfeited
effective as of the date
 
of such breach, unless sooner terminated
 
by operation of another
term of condition of the RSU
 
Award
 
Agreement or the Plan; and (b) the
 
Grantee hereby
Exhibit 10.13
9
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
consents and agrees that the Company or one of its Affiliates
 
shall be entitled to seek, in
addition
 
to
 
other
 
available
 
remedies,
 
a
 
temporary
 
or
 
permanent
 
injunction
 
or
 
other
equitable
 
relief
 
against
 
such
 
breach
 
or
 
threatened
 
breach
 
from
 
any
 
court
 
of
 
competent
jurisdiction, without the
 
necessity of
 
showing any actual
 
damages or that
 
money damages
would not afford
 
an adequate remedy,
 
and without the
 
necessity of posting
 
any bond or
security.
 
The aforementioned equitable
 
relief shall be
 
in addition to,
 
not in lieu
 
of, legal
remedies, monetary damages or other available forms of relief.
7.
SEVERABILITY.
 
If any of the provisions
 
of this Exhibit A
 
shall otherwise contravene
or be invalid
 
under the
 
laws of
 
any state,
 
country or
 
other jurisdiction
 
where this
 
Exhibit
 
A
is applicable
 
but for
 
such contravention
 
or invalidity, such
 
contravention
 
or invalidity
 
shall
not invalidate
 
all of
 
the provisions
 
of this
 
Exhibit A
 
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, or
 
a court
of
 
competent
 
jurisdiction
 
may
 
reform
 
any
 
such
 
invalid
 
provision,
 
and
 
the
 
rights
 
and
obligations created hereby shall be construed and enforced accordingly.
 
Restrictive Covenants for Grantee Employed in Oklahoma
1.
NONSOLICITATION
 
OF EMPLOYEES.
 
For a period of
 
one year following
the date of
Grantee's termination as a Service
 
Provider ("
Termination
 
Date
 
"),
 
Grantee will not
directly
 
solicit,
 
hire,
 
recruit,
 
attempt
 
to
 
hire
 
or
 
recruit,
 
or
 
induce
 
the
 
termination
 
of
employment of any employee of the Company or one of
 
its Affiliates during the two years
prior to the Termination Date.
2.
NONSOLICITATION
 
OF COMPANY CUSTOMERS.
 
For a
 
period of
 
one year
 
following
the Termination Date,
 
Grantee will
 
not directly
 
solicit, interfere
 
with, or
 
attempt to
 
interfere
with any of the Company
 
's or one of its
 
Affiliates' established customer
 
relationships that
existed
 
at
 
Grantee's
 
Termination
 
Date
 
for
 
purposes
 
of
 
offering
 
or
 
accepting
 
goods
 
or
services
 
similar
 
to
 
or
 
competitive
 
with
 
those
 
offered
 
by
 
the
 
Company
 
or
 
one
 
of
 
its
Affiliates.
 
3.
NO DETRIMENTAL
 
COMMUNICATIONS.
 
Grantee agrees not
 
to disclose or
 
cause to
be
 
disclosed
 
at
 
any
 
time
 
any
 
untrue,
 
negative,
 
adverse
 
or
 
derogatory
 
comments
 
or
information about the
 
Company or one of
 
its Affiliates, any product or
 
service provided by
the Company or one of its Affiliates,
 
or prospects for the future of the Company or one of
its
 
Affiliates.
 
Notwithstanding
 
the
 
foregoing,
 
this
 
provision
 
does
 
not
 
in
 
any
 
way
 
limit,
restrict or
 
impede Grantee’s ability
 
to provide
 
truthful testimony
 
or information
 
in response
to a subpoena, court or arbitral order, or as otherwise required by law.
4.
CONFIDENTIALITY.
 
Grantee
 
acknowledges
 
that
 
it
 
is
 
the
 
policy
 
of
 
the
 
Company
 
to
maintain as confidential
 
all information about
 
the Company’s
 
and its Affiliates'
 
business,
proprietary,
 
and
 
technical
 
information
 
that
 
is
 
not
 
known
 
to
 
others,
 
including
 
without
limitation,
 
customer
 
lists,
 
information
 
relating
 
to
 
the
 
Company's
 
or
 
one
 
of
 
its
 
Affiliates'
customers,
 
their
 
businesses,
 
operations,
 
employees
 
and
 
customers,
 
unique
 
concepts,
lending practices, sales presentations, marketing
 
programs, marketing strategies, business
practices,
 
pricing
 
information,
 
employment
 
handbooks,
 
training
 
materials/manuals,
 
cost
Exhibit 10.13
10
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
information,
 
customer
 
leads,
 
documents
 
identifying
 
past,
 
present
 
and
 
future
 
customers,
hiring
 
and
 
training
 
methods,
 
investment
 
policies,
 
financial
 
and
 
other
 
confidential,
proprietary and/or
 
trade
 
secret information
 
concerning
 
the Company’s
 
and
 
its
 
Affiliates'
operations
 
and
 
growth
 
plans
 
("Confidential
 
Information").
 
Grantee
 
recognizes
 
that
 
the
Confidential Information
 
is the sole
 
and exclusive
 
property of the
 
Company or
 
one of
 
its
Affiliates,
 
and
 
that
 
disclosure
 
of
 
Confidential
 
Information
 
would
 
cause
 
damage
 
to
 
the
Company or
 
one of
 
its Affiliates.
 
Grantee shall
 
not at
 
any time
 
disclose or
 
authorize the
disclosure of
 
Confidential Information
 
that (a) is
 
disclosed to
 
or known
 
by Grantee
 
as result
of as a consequence of or through the
 
Grantee's performance of services for the Company
or one of its Affiliates,
 
(b) is not publicly or generally known outside the Company or one
of
 
its
 
Affiliates
 
and
 
(c)
 
relates
 
in
 
any
 
manner
 
to
 
the
 
Company's
 
or
 
one
 
of
 
its
 
Affiliates
business.
 
This
 
Section
 
4
 
shall
 
apply
 
in
 
addition
 
to,
 
and
 
not
 
in
 
derogation
 
of
 
any
 
other
confidentiality agreements
 
that may
 
exist, now
 
or in
 
the future,
 
between Grantee
 
and the
Company or one of its Affiliates.
1.
On
 
or
 
before
 
the
 
Termination
 
Date,
 
Grantee
 
shall
 
return
 
to
 
the
 
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 Grantee will certify
 
that the provisions of
this paragraph have been complied with.
2.
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by the Grantee to the
 
contrary,
 
there shall be no restriction on
the Grantee's
 
ability
 
to (i)
 
report violations
 
of
 
any
 
law or
 
regulation,
 
(ii)
 
provide
truthful testimony or
 
information pursuant
 
to subpoena,
 
court order, or
 
similar legal
process, (iii) provide truthful information to government or regulatory agencies, or
(iv)
 
otherwise
 
engage
 
in
 
whistleblower
 
activity
 
protected
 
by
 
the
 
Securities
Exchange
 
Act
 
of
 
1934,
 
the
 
Dodd-Frank
 
Wall
 
Street
 
Reform
 
and
 
Consumer
Protection
 
Act,
 
or
 
any
 
rules
 
or
 
regulations
 
issued
 
thereunder,
 
including,
 
without
limitation, Rule 21F-17.
 
In addition, 18 U.S.C.
 
§1833(b) provides, in part:
 
“(1) 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.
 
…. (2) An
 
individual who
files a lawsuit for retaliation
 
by an employer for reporting a
 
suspected violation of
law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court
 
proceeding, if the individual (A) files any
 
document
containing the
 
trade secret
 
under seal;
 
and (B)
 
does not
 
disclose the
 
trade secret,
except pursuant
 
to court
 
order.”
 
Nothing in
 
this Exhibit
 
A, any
 
other agreement
executed by the
 
Grantee is
 
intended to conflict
 
with the
 
statutory protection
 
in 18
U.S.C. §1833(b).
 
Exhibit 10.13
11
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
5.
BREACH OF COVENANTS.
 
In the event of a breach of
 
any of the covenants contained
in this
 
Exhibit A:
 
(a) any
 
unvested portion
 
of the
 
RSUs shall
 
be forfeited
 
effective as
 
of
the date of
 
such breach, unless
 
sooner terminated by
 
operation of another
 
term of condition
of the RSU Award Agreement or the Plan; and (b) the Grantee hereby consents and agrees
that
 
the
 
Company
 
or
 
one
 
of
 
its
 
Affiliates
 
shall
 
be
 
entitled
 
to
 
seek,
 
in
 
addition
 
to
 
other
available remedies,
 
a temporary
 
or permanent
 
injunction or
 
other equitable
 
relief against
such
 
breach
 
or
 
threatened
 
breach
 
from
 
any
 
court
 
of
 
competent
 
jurisdiction,
 
without
 
the
necessity
 
of
 
showing
 
any
 
actual
 
damages
 
or
 
that
 
money
 
damages
 
would
 
not
 
afford
 
an
adequate
 
remedy,
 
and
 
without
 
the
 
necessity
 
of
 
posting
 
any
 
bond
 
or
 
security.
 
The
aforementioned
 
equitable
 
relief
 
shall
 
be
 
in
 
addition
 
to,
 
not
 
in
 
lieu
 
of,
 
legal
 
remedies,
monetary damages or other available forms of relief.
6.
SEVERABILITY.
 
If any of the provisions of this Exhibit A shall otherwise contravene or
be invalid under the laws of any state, country
 
or other jurisdiction where this Exhibit A is
applicable but
 
for such
 
contravention or
 
invalidity,
 
such contravention
 
or invalidity
 
shall
not invalidate all of the
 
provisions of this Exhibit A 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.
Restrictive Covenants for Grantee Employed in Colorado
1.
The provisions in paragraphs 2 and 4 are
 
for the protection of the Company's or one
 
of its
Affiliates'
 
trade secrets.
 
The
 
provisions
 
in
 
paragraphs 2
 
apply
 
only
 
to
 
a
 
Grantee
 
whose
annualized
 
cash
 
compensation
 
is
 
equivalent
 
to
 
or
 
greater
 
than
 
the
 
threshold
 
amount
 
for
highly compensated workers established by the Division of Labor Standards and Statistics
in the
 
Colorado Department
 
of Labor
 
and Employment.
 
The provisions
 
in paragraphs
 
2
and
 
4
 
apply
 
only
 
to
 
a
 
Grantee
 
whose
 
annualized
 
cash
 
compensation
 
is
 
equivalent
 
to
 
or
greater than 60% of
 
the threshold amount for
 
highly compensated workers established
 
by
the Division
 
of Labor
 
Standards and
 
Statistics in
 
the Colorado
 
Department of
 
Labor and
Employment.
2.
NONCOMPETITION.
 
For
 
a
 
period
 
of
 
one year
 
following
 
the
 
date
 
of
 
Grantee's
termination as a Service Provider
 
("
Termination
 
Date")
, Grantee
will not
 
contribute
his or
 
her knowledge,
 
directly or
 
indirectly,
 
in whole
 
or in
 
part, as
 
an employee,
 
officer,
owner, manager, advisor, consultant, agent,
 
partner, director, shareholder, volunteer, intern
or in any other similar capacity to an entity engaged in the same or
 
similar business as the
Company or one of its Affiliates within the state,
 
region or metropolitan statistical area (as
appropriate) for which Grantee had responsibility for,
 
or conducted business on behalf of,
the Company or one of its Affiliates during the two years prior to the Termination
 
Date.
3.
NONSOLICITATION
 
OF
 
EMPLOYEES.
 
For
 
a
 
period
 
of
 
one
 
year
 
following
 
the
Termination
 
Date, Grantee will not directly
 
solicit, hire, recruit, attempt to
 
hire or recruit,
or induce
 
the termination
 
of employment
 
of any
 
employee of
 
the Company
 
or one
 
of its
Affiliates.
Exhibit 10.13
12
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
4.
NONSOLICITATIO
 
N
 
OF
 
COMPANY
 
CUSTOMERS.
 
For
 
a
 
period
 
of
one
 
year
following
the Termination
 
Date
 
,
 
Grantee will not directly or
 
indirectly, solicit,
 
contact
(including, but not
 
limited to, e-mail,
 
regular mail, express
 
mail, telephone, fax,
 
and instant
message), attempt to contact or meet
 
with the current, former or prospective
 
customers of
the
 
Company
 
or
 
one
 
of
 
its
 
Affiliates
 
with
 
whom
 
Grantee
 
had
 
material
 
contact
 
during
Grantee's employment,
 
for purposes
 
of offering
 
or accepting
 
goods or
 
services similar
 
to
or competitive with those offered by the Company or one of its Affiliates.
 
5.
NO DETRIMENTAL
 
COMMUNICATION
 
S.
 
Grantee agrees not
 
to disclose or
 
cause to
be
 
disclosed
 
at
 
any
 
time
 
any
 
untrue,
 
negative,
 
adverse
 
or
 
derogatory
 
comments
 
or
information about the
 
Company or one of
 
its Affiliates, any product or
 
service provided by
the Company or one of its Affiliates,
 
or prospects for the future of the Company or one of
its
 
Affiliates.
 
Notwithstanding
 
the
 
foregoing,
 
this
 
provision
 
does
 
not
 
in
 
any
 
way
 
limit,
restrict or
 
impede Grantee's ability
 
to provide truthful
 
testimony or information
 
in response
to a subpoena, court or arbitral order, or as otherwise required by law.
6.
CONFIDENTIALITY.
 
Grantee
 
acknowledges
 
that
 
it
 
is
 
the
 
policy
 
of
 
the
 
Company
 
to
maintain
 
as
 
confidential
 
all
 
information
 
about
 
the
 
Company’s
 
or
 
one
 
of
 
its
 
Affiliates'
business,
 
proprietary,
 
and
 
technical
 
information
 
that
 
is
 
not
 
known
 
to
 
others,
 
including
without limitation,
 
customer lists and
 
information relating
 
to the Company's
 
or one of
 
its
Affiliates'
 
customers,
 
their
 
businesses,
 
operations,
 
employees
 
and
 
customers,
 
unique
concepts, lending practices, sales
 
presentations, marketing programs, marketing
 
strategies,
business
 
practices,
 
pricing
 
information,
 
employment
 
handbooks,
 
training
materials/manuals, cost
 
information, customer
 
leads, documents
 
identifying past,
 
present
and future customers, hiring and
 
training methods, investment policies, financial
 
and other
confidential, proprietary and/or trade secret information concerning
 
the Company’s or one
of
 
its
 
Affiliates'
 
operations
 
and
 
growth
 
plans
 
("Confidential
 
Information").
 
Grantee
recognizes
 
that
 
the
 
Confidential
 
Information
 
is
 
the
 
sole
 
and
 
exclusive
 
property
 
of
 
the
Company or
 
one of
 
its Affiliates,
 
and that
 
disclosure of
 
Confidential Information
 
would
cause damage
 
to the
 
Company or
 
one of
 
its Affiliates.
 
Grantee shall
 
not at
 
any time
 
disclose
or authorize the disclosure
 
of Confidential Information that (a) is
 
disclosed to or known
 
by
Grantee as result of as
 
a consequence of or through the
 
Grantee's performance of services
for the Company or one of its Affiliates,
 
(b) is not publicly or generally known outside the
Company or one of its Affiliates and (c) relates in any manner to the Company's or
 
one of
its Affiliates' business.
 
This Section 6 shall
 
apply in addition to,
 
and not in derogation
 
of
any other confidentiality agreements that may exist,
 
now or in the future, between
 
Grantee
and the Company or one of its Affiliates.
1.
On
 
or
 
before
 
the
 
Termination
 
Date,
 
Grantee
 
shall
 
return
 
to
 
the
 
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 Grantee will certify
 
that the provisions of
this paragraph have been complied with.
Exhibit 10.13
13
Time-Based Vesting RSU Award
 
Agreement
v. 02.17.2023
2.
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by Grantee to the contrary,
 
there shall be no restriction on
 
the
Grantee’s
 
ability
 
to
 
(i)
 
report
 
violations
 
of
 
any
 
law
 
or
 
regulation,
 
(ii)
 
provide
truthful testimony or
 
information pursuant
 
to subpoena,
 
court order, or
 
similar legal
process, (iii) provide truthful information to government or regulatory agencies, or
(iv)
 
otherwise
 
engage
 
in
 
whistleblower
 
activity
 
protected
 
by
 
the
 
Securities
Exchange
 
Act
 
of
 
1934,
 
the
 
Dodd-Frank
 
Wall
 
Street
 
Reform
 
and
 
Consumer
Protection
 
Act,
 
or
 
any
 
rules
 
or
 
regulations
 
issued
 
thereunder,
 
including,
 
without
limitation, Rule 21F-17.
 
In addition, 18 U.S.C.
 
§1833(b) provides, in part:
 
“(1) 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.
 
…. (2) An
 
individual who
files a lawsuit for retaliation
 
by an employer for reporting a
 
suspected violation of
law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court
 
proceeding, if the individual (A) files any
 
document
containing the
 
trade secret
 
under seal;
 
and (B)
 
does not
 
disclose the
 
trade secret,
except pursuant
 
to court
 
order.”
 
Nothing in
 
this Exhibit
 
A, any
 
other agreement
executed by the
 
Grantee is
 
intended to conflict
 
with the
 
statutory protection
 
in 18
U.S.C. §1833(b).
7.
BREACH OF COVENANTS.
 
In the event of a breach of
 
any of the covenants contained
in this
 
Exhibit A:
 
(a) any
 
unvested portion
 
of the
 
RSUs shall
 
be forfeited
 
effective as
 
of
the date of
 
such breach, unless
 
sooner terminated by
 
operation of another
 
term of condition
of the RSU Award Agreement or the Plan; and (b) the Grantee hereby consents and agrees
that
 
the
 
Company
 
or
 
one
 
of
 
its
 
Affiliates
 
shall
 
be
 
entitled
 
to
 
seek,
 
in
 
addition
 
to
 
other
available remedies,
 
a temporary
 
or permanent
 
injunction or
 
other equitable
 
relief against
such
 
breach
 
or
 
threatened
 
breach
 
from
 
any
 
court
 
of
 
competent
 
jurisdiction,
 
without
 
the
necessity
 
of
 
showing
 
any
 
actual
 
damages
 
or
 
that
 
money
 
damages
 
would
 
not
 
afford
 
an
adequate
 
remedy,
 
and
 
without
 
the
 
necessity
 
of
 
posting
 
any
 
bond
 
or
 
security.
 
The
aforementioned
 
equitable
 
relief
 
shall
 
be
 
in
 
addition
 
to,
 
not
 
in
 
lieu
 
of,
 
legal
 
remedies,
monetary damages or other available forms of relief.
8.
SEVERABILITY.
 
If any of the provisions of this Exhibit A shall otherwise contravene or
be invalid under
 
the laws of
 
any state,
 
country or
 
other jurisdiction
 
where this Exhibit
 
A is
applicable
 
but for such contravention
 
or invalidity, such contravention or
 
invalidity shall
not invalidate all of the
 
provisions of this Exhibit A 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, or
a court of competent jurisdiction may reform any such invalid provision, and the rights
and obligations created hereby shall be construed and enforced accordingly.