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Exhibit 10.20
SAR Award v. 2023.02.17
CROSSFIRST BANKSHARES, INC.
2018 OMNIBUS EQUITY INCENTIVE PLAN
STOCK APPRECIATION
 
RIGHT AWARD
 
AGREEMENT
Date of Grant:
 
______________________________________
Number of SARs:
 
______________________________________
Exercise Price per SAR:
 
$_____________________________________
Expiration Date:
 
_______________________________________
This
 
Stock
 
Appreciation
 
Right
 
Award
 
Agreement
 
(the
 
"SAR
 
Award
 
Agreement")
 
is
entered
 
into
 
on
 
_______________________,
 
by
 
and
 
between
 
CrossFirst
 
Bankshares,
 
Inc.,
 
a
Kansas corporation (the "Company"), and ________________________ (the "SAR Holder").
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
 
Stock
 
Appreciation
 
Rights
 
to
 
eligible
 
Service
 
Providers
 
of
 
the
 
Company
 
and
 
its
Affiliates.
B.
 
The SAR Holder is a Service Provider
 
of the Company or one of its
 
Affiliates and
the
 
Company
 
desires
 
to
 
grant
 
to
 
the
 
SAR
 
Holder
 
a
 
SAR
 
subject
 
to
 
the
 
terms
 
and
 
conditions
reflected in this SAR 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 SAR Award
 
Agreement
and the rights
 
of the SAR Holder
 
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 SAR Award
 
Agreement but not defined
 
herein have the
meanings set forth in the Plan.
Section 2.
 
Grant of Stock Appreciation
 
Rights.
 
The Company hereby grants to the
SAR
 
Holder,
 
subject
 
to
 
the
 
terms
 
of
 
this
 
SAR
 
Award
 
Agreement
 
and
 
the
 
Plan,
 
the
 
aggregate
number of
 
the Stock
 
Appreciation Rights
 
identified above
 
opposite the
 
heading "Number
 
of SARs"
(the "SARs").
 
Each SAR entitles
 
the SAR Holder
 
to receive, upon
 
exercise, an amount
 
equal to
the excess
 
of (a)
 
the Fair
 
Market Value
 
of a
 
Share on
 
the date
 
of exercise,
 
over (b)
 
the Exercise
Price per SAR identified above (the "Appreciation Value").
 
 
 
Exhibit 10.20
2
SAR Award v. 2023.02.17
Section 3.
 
Exercisability
 
and
 
Vesting
 
of
 
SARs.
 
The
 
SARs
 
will
 
vest
 
and
 
become
exercisable as follows:
[Insert Time Vesting
 
Schedule or Performance Vesting
 
Terms and Conditions]
3.1
 
Forfeiture of SARs.
Except
 
as
 
otherwise
 
provided
 
in
 
this
 
SAR
 
Award
Agreement, any
 
unvested SARs
 
will not
 
be exercisable
 
on or
 
after the
 
date on
 
which the
SAR
 
Holder
 
ceases
 
to
 
be
 
a
 
Service
 
Provider
 
to
 
the
 
Company
 
or
 
an
 
Affiliate.
 
Notwithstanding the foregoing, (a)
 
the Committee may, it its sole discretion,
 
accelerate the
vesting for any portion
 
of or all
 
the SARs, if
 
in its judgment
 
the performance of the
 
SAR
Holder has
 
warranted such
 
an acceleration
 
and/or such
 
acceleration is
 
in the
 
best interest
of
 
the
 
Company,
 
and
 
(b)
 
if
 
the
 
SAR
 
Holder's
 
position
 
as
 
a
 
Service
 
Provider
 
with
 
the
Company
 
or
 
any
 
of
 
its
 
Affiliates
 
is
 
terminated
 
by
 
reason
 
of
 
the
 
SAR
 
Holder's
 
death
 
or
Disability, the vesting date of the SARs will
 
be accelerated to the
 
date of the SAR Holder's
termination as a Service Provider.
3.2
 
Expiration of SARs.
 
The SARs
 
will expire
 
and no
 
longer be
 
exercisable
at 5:00 p.m. central time on the Expiration Date identified
 
above, or earlier as provided in
this SAR Award Agreement or the Plan.
 
In no event may
 
the Expiration Date be
 
later than
the tenth anniversary of the SARs'
 
Date of Grant.
 
If the Expiration Date is not
 
a business
day, then the SARs will expire at
 
5:00 p.m. central time on
 
the first business day
 
following
the
 
Expiration
 
Date.
 
If
 
the
 
SARs,
 
or
 
any
 
portion
 
thereof,
 
are
 
not
 
exercised
 
before
 
the
Expiration Date (or an earlier time upon which the SARs terminate in
 
accordance with the
terms of
 
the Plan
 
or this
 
SAR Award
 
Agreement), the
 
SARs, or
 
any unexercised
 
portion
thereof, shall be deemed to have been forfeited and to have no further force or effect.
Section 4.
Method
 
of
 
Exercise.
 
Provided
 
that
 
the
 
SARs
 
have
 
not
 
expired,
 
been
terminated, or cancelled in accordance with the terms of
 
the Plan or this SAR Award
 
Agreement,
the portion of the SARs
 
which is otherwise exercisable
 
pursuant to Section 3
 
of this SAR Award
Agreement may be exercised,
 
in whole or in part
 
and from time to
 
time, by delivery
 
to the General
Counsel and
 
Corporate Secretary
 
of the
 
Company,
 
or the
 
designee of
 
such officers,
 
a written
 
or
electronic notice specifying the number
 
of SARs being exercised.
 
Such notice must be in
 
a form
satisfactory to the
 
Company and must
 
set forth the
 
number of SARs
 
being exercised.
 
If a person
other than the
 
SAR Holder is
 
exercising the SARs,
 
the notice must
 
be accompanied by
 
satisfactory
evidence of such person's right to exercise the SARs. During
 
the life of the SAR Holder,
 
only the
SAR
 
Holder
 
may
 
exercise
 
the
 
SARs;
 
however,
 
after the
 
SAR
 
Holder's
 
death
 
or
 
incapacity,
 
the
SAR
 
Holder's
 
executor,
 
administrator,
 
Beneficiary,
 
heir,
 
or
 
legatee,
 
as
 
the
 
case
 
may
 
be,
 
may
exercise the SARs.
 
S
ection 5.
 
Withholding.
 
Before the payment
 
of the Appreciation
 
Value in connection
with
 
the
 
exercise
 
of
 
the
 
SARs,
 
the
 
SAR
 
Holder
 
must
 
make
 
arrangements
 
satisfactory
 
to
 
the
Company to pay or provide for any
 
applicable federal, state, and local withholding obligations
 
of
the Company.
 
The SAR Holder agrees
 
to make appropriate
 
arrangements with the
 
Company for
the
 
satisfaction
 
of
 
any
 
such
 
withholding
 
requirements.
 
Unless
 
specifically
 
denied
 
by
 
the
Committee,
 
the
 
SAR
 
Holder may
 
elect to
 
satisfy
 
any
 
such
 
withholding
 
obligations
 
by
 
one
 
or
 
a
combination of the following methods:
 
 
 
Exhibit 10.20
3
SAR Award v. 2023.02.17
(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 each
 
Share's then
 
Fair Market
 
Value
 
and equal
 
to the
 
amount to
 
be
withheld;
 
(c)
 
requesting that the Company withhold from the Appreciation Value
 
Shares
issuable to the
 
SAR Holder having
 
a Fair Market
 
Value equal to the amount to
 
be withheld,
if the Appreciation Value
 
is to be paid in Shares; or
(c)
 
withholding
 
from
 
any
 
other
 
compensation
 
otherwise
 
due
 
to
 
the
 
SAR
Holder.
To
 
the
 
extent
 
the
 
Committee
 
permits
 
withholding
 
through
 
the
 
payment
 
of
 
previously
 
acquired
Shares pursuant
 
to Section
 
5(b), 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 SAR Holder
 
who is
an officer of the Company within the meaning of Section 16 of the 1934 Act.
S
ection 6.
 
Form of Payment.
 
Upon the exercise of
 
all or a
 
portion of the
 
SARs, the
SAR
 
Holder
 
will
 
be
 
entitled
 
to,
 
in
 
the
 
Committee's
 
sole
 
discretion,
 
a
 
cash
 
payment
 
or
 
a
 
whole
number
 
of
 
Shares
 
of
 
equivalent
 
value,
 
or
 
a
 
combination
 
of
 
cash
 
and
 
Shares,
 
equal
 
to
 
the
Appreciation Value
 
of the SARs
 
being exercised,
 
less any amounts
 
withheld pursuant to
 
Section
5 of this SAR Award
 
Agreement.
Section 7.Section 409A; No Deferral of Compensation.
 
This SAR Award Agreement is
not intended to provide for
 
the deferral compensation within
 
the meaning of Section 409A
 
of the
Internal Revenue
 
Code (the
 
"Code").
 
The Company
 
reserves the
 
right to
 
unilaterally amend
 
or
modify the Plan or this SAR Award Agreement, to the extent the Company considers it necessary
or advisable, in
 
its sole discretion,
 
to comply with,
 
or to ensure
 
that the SARs
 
granted hereunder
are not subject to, Section 409A of the Code.
S
ection 8.
 
Effect
 
of
 
Separation
 
from
 
Service.
 
If
 
the
 
SAR
 
Holder
 
ceases
 
to
 
be
 
a
Service Provider of
 
the Company or
 
an Affiliate for any
 
reason other than
 
the SAR Holder's
 
death,
Disability,
 
or
 
termination with
 
Cause,
 
the SAR
 
Holder may
 
exercise
 
any
 
vested
 
SAR,
 
but only
within such period of time ending on the earlier of (a) 5:00 p.m. central time on
 
the date that is 90
days
 
after
 
the
 
date
 
on
 
which
 
the
 
SAR
 
Holder
 
ceased
 
to
 
be
 
a
 
Service
 
Provider
 
or
 
(b)
 
5:00
 
p.m.
central time on the Expiration Date.
8.1Separation from
 
Service for Cause.
 
If the SAR
 
Holder's service to
 
the Company or
an
 
Affiliate
 
is
 
terminated
 
with
 
Cause,
 
the
 
SARs
 
(whether
 
vested
 
or
 
unvested)
 
will
immediately terminate and cease to be exercisable.
8.2Separation
 
from
 
Service
 
due
 
to
 
Death.
 
If
 
the
 
SAR
 
Holder
 
ceases
 
to
 
be
 
a
 
Service
Provider due to
 
the SAR
 
Holder's death, the
 
portion of
 
the SARs
 
vested as
 
of the date
 
of
the
 
SAR
 
Holder's
 
death
 
may
 
be
 
exercised
 
by
 
the
 
SAR
 
Holder's
 
executor,
 
administrator,
Beneficiary,
 
heir or
 
legatee as
 
the case
 
may be,
 
at any
 
time before
 
the earlier
 
of (a)
 
5:00
 
 
 
 
 
Exhibit 10.20
4
SAR Award v. 2023.02.17
p.m. central
 
time on
 
the date
 
that is
 
365 days
 
after the
 
date on
 
which the
 
SAR Holder
 
ceased
to be a Service Provider due to death or (b) 5:00 p.m. central time on the Expiration Date.
8.3Separation from Service due to Disability.
 
If the SAR Holder ceases to be a Service
Provider due to the SAR Holder's Disability, the portion of the SARs vested
 
as of the date
on which
 
the SAR
 
Holder ceased to
 
be a
 
Service Provider
 
may be
 
exercised by
 
the SAR
Holder at
 
any time
 
before the
 
earlier of
 
(a) 5:00
 
p.m. central
 
time on
 
the date
 
that is
 
365
days
 
after
 
the
 
date
 
on
 
which
 
the
 
SAR
 
Holder
 
ceased
 
to
 
be
 
a
 
Service
 
Provider
 
due
 
to
Disability or (b) 5:00 p.m. central time on the Expiration Date.
Section 9.
Transferability of SARs.
 
Except to
 
the extent
 
the Committee
 
allows SARs
to be transferred to a
 
Permitted Transferee, the SARs shall not be transferable
 
by the SAR Holder,
except by will or pursuant to the laws of descent and distribution.
 
Shares issuable pursuant to the
exercise of
 
the SARs
 
shall be
 
delivered only
 
to or
 
for the
 
account of
 
the SAR
 
Holder,
 
or in
 
the
event of the SAR Holder's incapacity, to the SAR Holder's guardian or legal representative.
S
ection 10.
 
No Right to
 
Continue as a Service
 
Provide; No Rights
 
as Shareholder.
 
Neither the
 
Plan nor
 
this SAR
 
Award
 
Agreement confers
 
upon the
 
SAR
 
Holder any
 
right to
 
be
retained in
 
any position
 
as an
 
Employee, Consultant, or
 
Director of
 
the Company.
 
Further, nothing
in the
 
Plan or
 
this SAR
 
Award Agreement shall be
 
construed to
 
limit the
 
discretion of
 
the Company
to terminate the SAR Holder as a Service Provider at any time, with or without Cause.
 
S
ection 11.
Restrictive Covenants.
 
In consideration for the granting of the SARs
 
and
in addition to any
 
other restrictive agreements
 
that the SAR Holder
 
may have entered into
 
with the
Company or an
 
Affiliate, the SAR
 
Holder 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
 
SAR
 
Holder;
 
in
 
such
 
cases
 
the
 
terms
 
of
 
such
 
an
 
employment
agreement shall control) in accordance with the provisions set forth in Exhibit A.
 
Section 12.
Compliance
 
with
 
Law.
 
The
 
exercise
 
of
 
the
 
SARs
 
shall
 
be
 
subject
 
to
compliance
 
by
 
the
 
Company
 
and
 
the
 
SAR
 
Holder
 
with
 
all
 
applicable
 
laws,
 
including
 
the
requirements
 
of
 
any
 
stock
 
exchange
 
on
 
which
 
the
 
Company's
 
Shares
 
may
 
be
 
listed.
 
The
 
SAR
Holder may
 
not exercise
 
the SARs
 
if such
 
exercise would
 
violate any
 
applicable federal
 
or state
securities laws or other
 
laws or regulations. No Shares
 
shall be issued pursuant to
 
the SARs 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 SAR
 
Holder
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 13.
 
Notices.
 
Any
 
notice
 
required
 
to
 
be
 
delivered
 
to
 
the
 
Company
 
under this
SAR 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 SAR Holder under this SAR Award
 
Agreement shall be in writing and addressed
to the SAR
 
Holder at the SAR
 
Holder'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.
 
 
 
 
 
 
 
 
 
 
Exhibit 10.20
5
SAR Award v. 2023.02.17
S
ection 14.
 
Governing
 
Law.
 
This
 
SAR
 
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 15.
 
Adjustments.
 
If
 
any
 
change
 
is
 
made
 
to
 
the
 
outstanding
 
Stock
 
or
 
capital
structure
 
of
 
the
 
Company,
 
if
 
required,
 
the
 
SARs
 
may
 
be
 
adjusted
 
or
 
terminated
 
in
 
any
 
manner
contemplated by Section 7 of the Plan.
S
ection 16.
 
Amendment.
 
This SAR Award
 
Agreement may be
 
amended in a
 
manner
that is materially
 
adverse to
 
the SAR
 
Holder only by
 
a writing executed
 
by the parties
 
hereto which
specifically states that it is amending this SAR Award
 
Agreement.
S
ection 17.
 
Clawback Policy.
 
The SARs
 
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.
 
The SAR
 
Holder acknowledges
 
that the
 
SARs 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 SAR Award
 
Agreement.
 
Section 18.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
SAR
Award
 
Agreement shall
 
be submitted
 
by the
 
SAR Holder
 
or the
 
Company to
 
the Committee
 
for
review.
 
The resolution
 
of such dispute
 
by the Committee
 
shall be final
 
and binding on
 
the SAR
Holder and the Company.
S
ection 19.
 
Titles.
 
Titles are provided herein for convenience only and
 
are not to serve
as a basis for interpretation or construction of this SAR Award Agreement.
S
ection 20.Successors and Assigns.
 
The Company may
 
assign any of
 
its rights under this
SAR Award Agreement. This
 
SAR 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 SAR
 
Award
 
Agreement will be
 
binding upon the
 
SAR Holder and
 
the SAR Holder's
beneficiaries, executors,
 
administrators and
 
the person(s)
 
to whom
 
the SARs
 
may be
 
transferred
by will or the laws of descent or distribution.
S
ection 21.Severability.
 
The invalidity
 
or unenforceability
 
of any
 
provision of
 
the Plan
or this SAR Award Agreement shall not affect the
 
validity or enforceability of
 
any other provision
of the
 
Plan or
 
this SAR
 
Award
 
Agreement, and
 
each provision
 
of the
 
Plan and
 
this SAR
 
Award
Agreement shall be severable and enforceable to the extent permitted by law.
Section 22.
 
No Impact
 
on Other
 
Benefits.
 
The value
 
of the
 
SARs are
 
not part
 
of the
SAR
 
Holder's
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
retirement,
 
welfare, insurance or similar employee benefit.
Section 23.
Counterparts.
 
This
 
SAR
 
Award
 
Agreement
 
may
 
be
 
executed
 
in
counterparts, each
 
of which
 
shall be
 
deemed an
 
original but
 
all of
 
which together will
 
constitute
 
 
Exhibit 10.20
6
SAR Award v. 2023.02.17
one
 
and
 
the
 
same
 
instrument.
 
Counterpart
 
signature
 
pages
 
to
 
this
 
SAR
 
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 24.
 
Acceptance.
 
The SAR
 
Holder hereby
 
acknowledges receipt
 
of a
 
copy of
the Plan
 
and this
 
SAR Award
 
Agreement. The
 
SAR Holder
 
has read
 
and understands
 
the terms
and provisions thereof and accepts the SARs subject to all of the terms and conditions of the Plan
and this SAR Award
 
Agreement.
 
Section 25.
 
Entire Agreement and Binding Effect.
 
This SAR 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 SAR
 
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]
 
Exhibit 10.20
7
SAR Award v. 2023.02.17
 
The parties to this
 
SAR Award
 
Agreement have executed
 
this SAR Award
 
Agreement as
of the date provided in the preamble of this agreement.
CROSSFIRST BANKSHARES, INC.
By: _____________________
Name:___________________
Title:____________________
[SAR HOLDER NAME]
By: _____________________
Name:___________________
 
Exhibit 10.20
8
SAR Award v. 2023.02.17
EXHIBIT A
Restrictive Covenants for SAR Holder Employed in Arizona, Georgia, Kansas, Missouri,
Texas
 
or New Mexico
 
1.
NONCOMPETITION.
 
For
 
a
 
period
 
of
 
one
 
year
 
following
 
the
 
date
 
of
 
SAR
Holder's
 
termination
 
as
 
a
 
Service
 
Provider
 
("
Termination
 
Date")
,
 
SAR
 
Holder
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 SAR Holder 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
 
,
 
SAR
 
Holder
 
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
 
,
 
SAR
 
Holder
 
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
 
SAR Holder had material
contact during SAR Holder'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
 
COMMUN
 
ICATIONS.
 
SAR
 
Holder
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
 
SAR Holder’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.
 
SAR
 
Holder
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
Exhibit 10.20
9
SAR Award v. 2023.02.17
and its Affiliates' operations and
 
growth plans ("Confidential Information").
 
SAR Holder
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
 
.
 
SAR Holder shall not at
 
any time
disclose or authorize the disclosure of Confidential Information that
 
(a) is disclosed to or
known
 
by
 
SAR
 
Holder
 
as
 
result
 
of
 
as
 
a
 
consequence
 
of
 
or
 
through
 
the
 
SAR
 
Holder'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 SAR Holder and the Company or one of its Affiliates.
a)
On or
 
before the
 
Termination
 
Date
,
SAR Holder
 
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 SAR
 
Holder will
 
certify that
 
the provisions
of this paragraph have been complied with.
b)
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by
 
the SAR Holder to
 
the contrary, there shall be no
 
restriction
on
 
the
 
SAR
 
Holder'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 SAR Holder
 
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
 
SARs
 
shall
 
be
 
forfeited
effective as of the date
 
of such breach, unless sooner terminated
 
by operation of another
term
 
of
 
condition
 
of
 
the
 
SAR
 
Award
 
Agreement
 
or
 
the
 
Plan;
 
and
 
(b)
 
the
 
SAR
 
Holder
Exhibit 10.20
10
SAR Award v. 2023.02.17
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.
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 SAR Holder Employed in Oklahoma
1.
NONSOLICITATION
 
OF EMPLOYEES.
 
For a period of
 
one year following
the date of
SAR
 
Holder's
 
termination
 
as
 
a
 
Service
 
Provider
 
("
Termination
 
Date
 
"),
 
SAR
Holder
 
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,
 
SAR
 
Holder 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
 
SAR
 
Holder'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.
 
SAR Holder 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
 
SAR
 
Holder’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.
 
SAR Holder 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 10.20
11
SAR Award v. 2023.02.17
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"). SAR
 
Holder 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.
 
SAR Holder
 
shall not
 
at any
 
time disclose
 
or authorize
the disclosure of
 
Confidential Information that
 
(a) is disclosed to or
 
known by SAR
 
Holder
as result of as
 
a consequence of or
 
through the SAR
 
Holder'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
 
SAR
Holder and the Company or one of its Affiliates.
a)
On or
 
before the
 
Termination
 
Date, SAR
 
Holder 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 SAR
 
Holder will
 
certify that
 
the provisions
of this paragraph have been complied with.
b)
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by
 
the SAR Holder to
 
the contrary, there shall be no
 
restriction
on
 
the
 
SAR
 
Holder'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 SAR
 
Holder is intended to
 
conflict
with the statutory protection in 18 U.S.C. §1833(b).
 
Exhibit 10.20
12
SAR Award v. 2023.02.17
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
 
SARs shall
 
be forfeited
 
effective as
 
of
the date of
 
such breach, unless
 
sooner terminated by
 
operation of another
 
term of condition
of the
 
SAR Award
 
Agreement or
 
the Plan;
 
and (b)
 
the SAR
 
Holder 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 SAR Holder 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
 
SAR Holder 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 SAR Holder 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
 
SAR
Holder's
 
termination
 
as
 
a
 
Service
 
Provider
 
("
Termination
 
Date")
,
 
SAR
 
Holder
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 SAR Holder 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,
 
SAR
 
Holder
 
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 10.20
13
SAR Award v. 2023.02.17
4.
NONSOLICITATIO
 
N
 
OF
 
COMPANY
 
CUSTOMERS.
 
For
 
a
 
period
 
of
one
 
year
following
the
 
Termination
 
Date
 
,
 
SAR
 
Holder
 
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 SAR
 
Holder had
 
material
contact during SAR
 
Holder'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 COMMUNICATIONS.
 
SAR Holder 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
 
SAR
 
Holder'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.
 
SAR Holder 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").
 
SAR
 
Holder
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.
 
SAR Holder
 
shall not
 
at any
 
time
disclose or authorize
 
the disclosure
 
of Confidential
 
Information that (a) is
 
disclosed to or
known
 
by
 
SAR
 
Holder
 
as
 
result
 
of
 
as
 
a
 
consequence
 
of
 
or
 
through
 
the
 
SAR
 
Holder'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 SAR Holder and the Company or one of its Affiliates.
a)
On or
 
before the
 
Termination
 
Date, SAR
 
Holder 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 SAR
 
Holder will
 
certify that
 
the provisions
of this paragraph have been complied with.
Exhibit 10.20
14
SAR Award v. 2023.02.17
b)
Notwithstanding
 
the
 
above
 
or
 
any
 
provision
 
of
 
this
 
Exhibit
 
A
 
or
 
any
 
other
agreement executed by SAR Holder to the contrary, there shall be no restriction on
the
 
SAR
 
Holder’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 SAR Holder
 
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
 
SARs shall
 
be forfeited
 
effective as
 
of
the date of
 
such breach, unless
 
sooner terminated by
 
operation of another
 
term of condition
of the
 
SAR Award
 
Agreement or
 
the Plan;
 
and (b)
 
the SAR
 
Holder 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.