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Exhibit 10.17
 
CROSSFIRST BANKSHARES, INC.
2018 OMNIBUS EQUITY INCENTIVE PLAN
DIRECTOR RESTRICTED STOCK
 
AWARD
 
AGREEMENT
Date of Grant:
 
[[GRANTDATE]]
Number of Restricted Shares Granted:
 
[[SHARESGRANTED]]
This Restricted Stock Award Agreement (this "Award
 
Agreement"), is entered into on
[[GRANTDATE]],
 
by and between CrossFirst Bankshares, Inc., a Kansas Corporation (the
"Company") and [[FIRSTNAME]] [[LASTNAME]] (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 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 shares of Restricted Stock of the Company on the terms
and conditions reflected in this 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:
Section 1.
 
Incorporation of the Plan.
 
All provisions of this 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 Award
 
Agreement but not defined herein have the
meanings set forth in Plan.
Section 2.
 
Grant of Restricted
 
Stock.
 
As of the
 
Date of Grant
 
identified above, the
Company grants to
 
the Grantee, subject
 
to the conditions
 
and restrictions set
 
forth in this
 
Award
Agreement and
 
in the
 
Plan, that
 
number of
 
shares of
 
Restricted Stock
 
identified above
 
opposite
the heading "Number of Restricted Shares Granted" (the "Restricted Shares").
Section 3.
 
Restrictions
 
on
 
Transfer;
 
Vesting
 
Date
.
 
Subject
 
to
 
any
 
exceptions
 
set
forth in this
 
Award
 
Agreement or in
 
the Plan, the
 
Restricted Shares or
 
the rights
 
relating thereto
may
 
not
 
be
 
sold,
 
transferred,
 
gifted,
 
bequeathed,
 
pledged,
 
assigned,
 
or
 
otherwise
 
alienated
 
or
hypothecated,
 
voluntarily
 
or
 
involuntarily,
 
prior
 
to
 
the
 
vesting
 
date
 
for
 
such
 
Restricted
 
Shares
identified below (the
 
"Vesting Date").
 
On the Vesting Date, such restriction
 
on transfer
 
shall lapse
 
 
 
Exhibit 10.17
2
and
 
the
 
Restricted
 
Shares,
 
if
 
not
 
previously
 
forfeited
 
pursuant
 
to
 
Section
 
4
 
below,
 
will
 
become
freely
 
transferable
 
under
 
this
 
Award
 
Agreement
 
and
 
the
 
Plan,
 
subject
 
only
 
to
 
such
 
further
limitations on transfer,
 
if any,
 
as may exist
 
under applicable law
 
or any other
 
agreement binding
upon
 
Grantee.
 
Subject
 
to
 
any
 
exceptions
 
listed
 
in
 
this
 
Award
 
Agreement
 
or
 
in
 
the
 
Plan,
 
the
Restricted Shares shall become vested in accordance with the schedule set forth below:
 
 
[[ALLVESTSEGS]]
Notwithstanding the foregoing,
 
(a) if 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 (and assuming
Participant
 
continuously
 
served
 
as
 
a
 
Director
 
on
 
the
 
Board
 
through
 
the
 
date
 
of
 
such
 
death
 
or
Disability), the Vesting
 
Date for all
 
of the
 
Restricted Shares
 
automatically will
 
be accelerated
 
to
the date
 
of Grantee's
 
termination as
 
a Service
 
Provider;
 
or (b)
 
if Grantee’s
 
position as
 
a Service
Provider with the Company or any of its
 
Affiliates is terminated prior to vesting due to the natural
termination of the Grantee’s
 
current Board service period prior to vesting
 
in accordance with this
Award
 
Agreement,
 
the
 
unvested
 
Restricted
 
Shares
 
shall
 
instead
 
continue
 
to
 
vest
 
in
 
accordance
with the vesting schedule shown above.
Section 4.
 
Forfeiture
 
Prior
 
to
 
Vesting
.
 
Unless
 
otherwise
 
provided
 
in
 
this
 
Award
Agreement or the Plan, if Grantee's position as a Service Provider with the Company or any of its
Affiliates
 
is
 
terminated
 
by
 
the
 
Company
 
or
 
any
 
such
 
Affiliate
 
for
 
any
 
reason
 
(other
 
than
 
the
Grantee’s
 
death, Disability
 
or natural
 
termination of
 
Board service
 
period),
 
prior to
 
the Vesting
Date for
 
the Restricted
 
Shares, Grantee
 
will thereupon
 
immediately forfeit
 
any and
 
all unvested
Restricted Shares,
 
and the
 
full ownership
 
of such
 
Restricted Shares
 
and rights
 
will revert
 
to the
Company.
 
Upon such
 
forfeiture, Grantee
 
shall have
 
no further
 
rights under
 
this Award Agreement.
 
For purposes
 
of this 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.
 
Grantee
 
is
 
entitled
 
to
 
(i)
 
receive
 
all
 
dividends,
payable
 
in
 
stock,
 
in
 
cash
 
or
 
in
 
kind,
 
or
 
other
 
distributions,
 
declared
 
on
 
or
 
with
 
respect
 
to
 
any
Restricted Shares as
 
of a record
 
date that occurs
 
on or after
 
the Date of
 
Grant hereunder and before
any transfer
 
or forfeiture
 
of the
 
Restricted Shares
 
by Grantee,
 
provided that
 
any such
 
dividends
paid in cash are
 
to be held
 
in escrow by the
 
Company and, such cash
 
dividends and distributions
are to be
 
subject to the
 
same rights,
 
restrictions on
 
transfer and conditions
 
regarding vesting
 
and
forfeiture as the
 
Restricted Shares
 
with respect
 
to which
 
such dividends
 
or distributions
 
are paid
at the time
 
of payment, and
 
(ii) exercise all
 
voting rights with
 
respect to the
 
Restricted Shares, if
the record date
 
for the exercise
 
of such voting
 
rights occurs on
 
or after the
 
Date of Grant
 
hereunder
and
 
prior
 
to
 
any
 
transfer
 
or
 
forfeiture
 
of
 
such
 
Restricted
 
Shares.
 
In
 
the
 
event
 
of
 
forfeiture
 
by
Grantee of any or all of the Restricted Shares or any
 
of the equity securities distributed to Grantee
with
 
respect
 
thereto,
 
Grantee
 
shall
 
forfeit
 
all
 
cash
 
dividends
 
held
 
in
 
escrow
 
and
 
relating
 
to
 
the
underlying
 
forfeited
 
Restricted
 
Shares
 
and
 
must
 
return
 
to
 
the
 
Company
 
any
 
distributions
previously paid to Grantee with respect to such Restricted Shares.
 
S
ection
 
6.
 
No Right
 
to Continue
 
as
 
a Service
 
Provider.
 
Neither the
 
Plan nor
 
this
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
 
Award
 
 
 
 
 
 
 
 
 
Exhibit 10.17
3
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.
 
Section 7.
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
 
listed. 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 9.
 
Notices.
 
Any
 
notice
 
required
 
to
 
be
 
delivered
 
to
 
the
 
Company
 
under this
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
 
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 10.
 
Governing Law.
 
This 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 11.
 
Adjustments.
 
If
 
any
 
change
 
is
 
made
 
to
 
the
 
outstanding
 
Stock
 
or
 
capital
structure of the Company, if required, the Restricted Shares shall be adjusted or terminated in any
manner as contemplated by the Plan.
Section 12.
 
Amendment.
 
This 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 Award Agreement.
S
ection 13.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
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 14.
 
Titles.
 
Titles are provided herein for convenience only and
 
are not to serve
as a basis for interpretation or construction of this Award Agreement.
S
ection 15.Successors and Assigns.
 
The Company may
 
assign any of
 
its rights under this
Award
 
Agreement. This
 
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
Award
 
Agreement
 
will
 
be
 
binding
 
upon
 
the
 
Grantee and
 
the
 
Grantee's
 
beneficiaries,
 
executors,
administrators and the person(s) to
 
whom the Restricted Shares may
 
be transferred by will
 
or the
laws of descent or distribution.
S
ection 16.Severability.
 
The invalidity
 
or unenforceability
 
of any
 
provision of
 
the Plan
or this
 
Award
 
Agreement shall
 
not affect
 
the validity
 
or enforceability
 
of any
 
other provision
 
of
the Plan or
 
this Award Agreement, and each provision
 
of the Plan
 
and this Award Agreement shall
be severable and enforceable to the extent permitted by law.
 
 
 
 
Exhibit 10.17
4
Section 17.
Counterparts.
 
This
 
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 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 18.
 
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 subject to all of the terms and conditions of the Plan and this Award Agreement.
 
Section 19.
 
Entire Agreement
 
and Binding
 
Effect.
 
This 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 Award
 
Agreement will be
 
binding upon
 
and inure to
the
 
benefit
 
of
 
the
 
respective
 
heirs,
 
legal
 
representatives,
 
successors
 
and
 
assigns
 
of
 
the
 
parties
hereto.
Section 20.
 
409A
 
Compliance
.
 
Notwithstanding
 
any
 
provision
 
of
 
the
 
Plan
 
or
 
this
Award Agreement
 
to the contrary, (i) this 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
 
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
 
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 Award
 
Agreement and
 
with the
least reduction, if any,
 
in overall benefit to
 
the Grantee to comply with
 
Section 409A on a timely
basis, which
 
may be
 
made on
 
a retroactive
 
basis, in
 
accordance with
 
regulations and
 
other guidance
issued under
 
Section 409A.
 
Neither the
 
Company nor
 
the Committee
 
makes any
 
representation
that
 
this
 
Award
 
Agreement
 
shall
 
be
 
exempt
 
from
 
or
 
comply
 
with
 
Section
 
409A
 
and
 
makes
 
no
undertaking to preclude Section 409A from applying to this Award
 
Agreement.
[Signature Page Follows]
 
 
 
 
 
Exhibit 10.17
5
The parties to this Award
 
Agreement have executed this
 
Award
 
Agreement as of the
 
date
provided in the preamble to this agreement.
CROSSFIRST BANKSHARES, INC.
By:
 
Name:
 
Title:
 
GRANTEE
[[FIRSTNAME]] [[LASTNAME]]