TRANSITION Agreement
THIS TRANSITION AGREEMENT (this “Agreement”), dated as of February 5, 2026, is entered into by and between NBH Bank, a Colorado state-chartered bank (including all of its divisions, “NBH”), and National Bank Holdings Corporation, a Delaware corporation (“NBHC” and together with NBH collectively, the “Company”), and Christopher Randall (the “Associate”).
WHEREAS, the Company and the Associate are parties to that certain Change of Control Agreement, dated as of September 15, 2014 (the “Change of Control Agreement”);
WHEREAS, the Associate currently serves as EVP, Head of Commercial, Specialty & Business Banking of NBH and also serves as a member of the Board of Directors of NBH and BOJHT;
WHEREAS, the Company and the Associate have mutually agreed that Associate will transition to a different role within the Company and resign from the Board of Directors of each of NBH Bank and Bank of Jackson Hole Trust, a Wyoming state-chartered bank (“BOJHT”), and now desire to enter into a mutually satisfactory arrangement concerning his continued employment by NBH, and other matters related thereto.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, including, without limitation, the Special Equity Award (defined below), the receipt and sufficiency of which are hereby acknowledged, the Company and the Associate hereby agree as follows:
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if to the Associate:
At the address most recently on the books and records of the Company.
if to the Company:
National Bank Holdings Corporation
7800 East Orchard Road, Suite 300
Greenwood Village, Colorado 80111
Attention: Legal Department
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.
NATIONAL BANK HOLDINGS CORPORATION
By:
Name: Aldis Birkans
Title: President
NBH BANK
By:
Name: Aldis Birkans
Title: President
Christopher Randall
[Signature Page to Agreement]
EXHIBIT A
RESIGNATION LETTERS
Christopher Randall
Chris.randall@nbhbank.com
Dear Members of the Board of Directors of NBH Bank,
Please accept this letter as my formal resignation from the Board of Directors of NBH Bank, effective as of February __, 2026. It has been a privilege to serve, and I am grateful for the opportunity to contribute to the bank’s mission.
Sincerely,
Christoper Randall
Cc: Angela Petrucci, Chief Administrative Officer & General Counsel, NBHC
Amy Abrams, General Counsel & Secretary, NBH Bank and BOJHT
Christopher Randall
Chris.randall@nbhbank.com
Dear Members of the Board of Directors of Bank of Jackson Hole Trust,
Please accept this letter as my formal resignation from the Board of Directors of Bank of Jackson Hole Trust, effective as of February __, 2026. It has been a privilege to serve, and I am grateful for the opportunity to contribute to the bank’s mission.
Sincerely,
Christoper Randall
Cc: Angela Petrucci, Chief Administrative Officer & General Counsel, NBHC
Amy Abrams, General Counsel & Secretary, NBH Bank and BOJHT