Omnibus Plan Form of Performance-Based RSU Award Agreement

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.15 8 q42022ex1015.htm EX-10.15 q42022ex1015
 
 
 
Exhibit 10.15
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
CROSSFIRST BANKSHARES, INC.
2018 OMNIBUS EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
 
AGREEMENT
Date of Grant:
 
________________________________
Number of Restricted Stock Units Granted:
 
________________________________
This Performance-Based
 
Restricted Stock
 
Unit Award Agreement (this
 
"Performance 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 RSUs relating to the Company's Shares on the terms and
conditions
 
reflected
 
in
 
this
 
Performance
 
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
 
Performance 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
 
Performance
 
RSU
 
Award
 
Agreement
 
but
 
not
defined herein have the meanings set forth in Plan.
S
ection 2.
 
Grant of
 
Performance RSUs.
 
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 "Performance RSUs"). On
any date each Performance RSU
 
shall represent a right to receive
 
a percentage (which may be
 
less
than
 
100%,
 
100%,
 
or
 
more
 
than
 
100%)
 
of
 
a
 
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 Performance RSUs may
not
 
be
 
sold,
 
transferred,
 
gifted,
 
bequeathed,
 
pledged,
 
assigned,
 
or
 
otherwise
 
alienated
 
or
 
Exhibit 10.15
2
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
hypothecated,
 
voluntarily
 
or
 
involuntarily.
 
The
 
rights
 
of
 
the
 
Grantee
 
with
 
respect
 
to
 
the
Performance RSUs shall
 
remain forfeitable at all
 
times prior to
 
the date on
 
which such rights
 
are
vested
 
(the
 
date
 
on
 
which
 
the
 
Grantee's
 
rights
 
with
 
respect
 
to
 
the
 
Performance
 
RSUs
 
become
nonforfeitable in accordance with Section 3 below is the "Vesting
 
Date").
S
ection 3.
 
Vesting
 
and Settlement of
 
Performance RSUs.
 
The Performance 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 number of
 
the Performance RSUs
 
that
become vested on
 
the Vesting
 
Date, or (b)
 
a number of
 
Shares equal to
 
the whole number
 
of the
Performance RSUs that
 
become vested
 
on the Vesting Date.
 
The date
 
on which
 
the Company pays
cash
 
or
 
issues
 
Shares
 
to
 
the
 
Grantee
 
in
 
connection
 
with
 
vesting
 
of
 
a
 
Performance
 
RSU
 
is
 
the
settlement date.
Except as
 
specifically provided
 
elsewhere under
 
the Plan
 
or in
 
this RSU
 
Award
 
Agreement, the
restrictions
 
on
 
the
 
Performance RSUs
 
subject
 
to
 
this
 
Performance RSU
 
Award
 
Agreement
 
will
lapse
 
and
 
the
 
Performance
 
RSUs
 
will
 
become
 
vested
 
in
 
accordance
 
with
 
the
 
following
performance vesting terms and conditions:
[Insert Applicable Vesting
 
Terms]
Notwithstanding
 
the
 
foregoing,
 
(a)
 
the
 
Committee
 
may,
 
in
 
its
 
sole
 
discretion,
 
accelerate
 
the
Vesting
 
Date for
 
any or
 
all of
 
the Performance
 
RSUs, if
 
in its
 
judgment the
 
performance of
 
the
Grantee
 
has
 
warranted
 
such
 
acceleration
 
and/or
 
such
 
acceleration
 
is
 
in
 
the
 
best
 
interests
 
of
 
the
Company, provided that, except with respect to the
 
Performance RSUs granted to a nonemployee
Director, the Vesting
 
Date may not be accelerated with
 
respect to the Performance RSUs held
 
by
the Grantee for
 
less than a
 
year from the
 
Date of Grant;
 
(b) 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 Performance RSUs automatically
 
will be accelerated
to the
 
date of
 
the Grantee
 
's termination
 
as a
 
Service Provider
 
and such
 
Performance RSUs
 
will
vest at the
 
Target
 
level of performance
 
identified above; and
 
(c) if the
 
Grantee resigns his
 
or her
position as a Service Provider with the Company or any of its Affiliates due to "Retirement" after
the first anniversary
 
of the Date
 
of Grant, the
 
Grantee will not
 
forfeit any
 
of the
 
Performance RSUs
and instead
 
shall vest, on
 
the Vesting Date, in a pro
 
rata portion of
 
the Performance RSUs
 
to which
the Grantee would have been entitled had the
 
Grantee not resigned on account of Retirement.
 
For
purposes
 
of
 
this
 
Performance
 
RSU
 
Award
 
Agreement,
 
the
 
pro
 
rata
 
portion
 
of
 
the
 
Performance
RSUs to which the Grantee
 
is entitled to if the Grantee
 
retires during the Performance Period after
the
 
first
 
anniversary
 
of
 
the
 
Grant
 
Date
 
shall
 
be
 
determined
 
by
 
multiplying
 
the
 
number
 
of
 
the
Performance RSUs
 
that would
 
have vested
 
had the
 
Grantee remained
 
a Service
 
Provider for
 
the
entire Performance Period by
 
a fraction, the numerator
 
of which is the
 
total number of days
 
during
the
 
Performance
 
Period
 
for
 
which
 
the
 
Grantee
 
was
 
a
 
Service
 
Provider
 
and
 
the
 
denominator
 
of
which is
 
the total
 
number of
 
days in
 
the Performance
 
Period.
 
Furthermore, for
 
purposes
 
of this
Performance
 
RSU
 
Award
 
Agreement,
 
"Retirement"
 
means
 
the
 
Grantee
 
resigning
 
his
 
or
 
her
 
 
 
Exhibit 10.15
3
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
position
 
as
 
a
 
Service
 
Provider
 
(other
 
than
 
a
 
resignation
 
in
 
connection
 
with
 
the
 
Grantee's
employment being terminated by the Company for Cause) after (i) attaining age 55, (ii) providing
10 years of service
 
to the Company or its
 
Affiliates (for purposes of this
 
Performance 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 the Vesting
 
Date shall be made
 
by the Company
 
to
the
 
Grantee
 
as
 
soon
 
as
 
administratively
 
practicable
 
thereafter,
 
but
 
no
 
later
 
than
 
the
 
60
th
 
day
following the Vesting
 
Date.
Section 4.
 
Cancellation
 
of
 
Performance
 
RSUs.
 
Unless
 
otherwise
 
provided
 
in
 
this
Section 4 or in the Plan, if, prior to the
 
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 Performance
 
RSUs, all such
 
unvested Performance RSUs
 
shall be cancelled
 
and the
Grantee shall
 
have no
 
further rights under
 
this Performance RSU
 
Award Agreement.
 
For purposes
of this
 
Performance 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 a Performance 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
 
Performance RSUs,
 
provided that
 
any such
 
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 Performance RSUs.
 
In the event
 
of cancellation of
 
any or all
 
of the
Performance RSUs, the Grantee will forfeit all Dividend Equivalent payments held in escrow and
relating to
 
the underlying
 
cancelled Performance
 
RSUs.
 
The Grantee will
 
have no
 
voting rights
with respect to any of the Performance 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
Performance RSUs.
 
The Company will not deliver Shares to the Grantee under this Performance
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
 
 
 
 
 
Exhibit 10.15
4
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
(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.
S
ection 7.
 
No Right
 
to Continue
 
as
 
a Service
 
Provider.
 
Neither the
 
Plan nor
 
this
Performance
 
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 Performance
 
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
Performance 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 listed.
 
No Shares shall be issued with
 
respect to the Performance 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
Performance 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 Performance 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
 
Performance
 
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.
 
 
 
 
 
 
Exhibit 10.15
5
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
S
ection 12.
 
Adjustments.
 
If
 
any
 
change
 
is
 
made
 
to
 
the
 
outstanding
 
Stock
 
or
 
capital
structure of
 
the Company,
 
if required,
 
the Performance
 
RSUs shall
 
be adjusted
 
or terminated
 
in
any manner as contemplated by the Plan.
S
ection 13.
 
Amendment.
 
This Performance 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 Performance RSU Award
 
Agreement.
S
ection 14.
 
Clawback
 
Policy.
 
The
 
Performance
 
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 Performance 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 Performance RSU Award Agreement.
Section 15.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
Performance 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 Performance RSU Award
 
Agreement.
S
ection 17.Section 409A Compliance.
 
It is the intent of the Company that all
 
payments
made under
 
this Performance
 
RSU Award
 
Agreement will
 
be exempt
 
from Section
 
409A of
 
the
Code and the
 
Treasury regulations
 
and guidance issued
 
thereunder ("Section
 
409A") pursuant to
the
 
“short-term
 
deferral”
 
exemption.
 
Notwithstanding
 
any
 
provision
 
of
 
the
 
Plan
 
or
 
this
Performance RSU Award Agreement to the
 
contrary, (i) this Performance RSU
 
Award Agreement
shall not be amended in any manner that would cause any amounts payable hereunder
 
that are not
subject to 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
 
Performance
 
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
Performance 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 Performance 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 regulations
 
and other
 
guidance issued
 
under Section
 
409A.
 
Neither
 
the
 
Company
 
nor
 
the
 
Committee
 
makes
 
any
 
representation
 
that
 
this
 
Performance
 
RSU
Award Agreement
 
shall be exempt from or comply with Section 409A and makes no undertaking
to preclude Section 409A from applying to this Performance
 
RSU Award
 
Agreement.
 
 
 
 
 
 
Exhibit 10.15
6
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
S
ection 18.Successors and Assigns.
 
The Company may
 
assign any of
 
its rights under this
Performance RSU Award
 
Agreement. This Performance 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 Performance RSU Award
 
Agreement will be binding
upon the
 
Grantee and
 
the Grantee's
 
beneficiaries, executors,
 
administrators and
 
the person(s)
 
to
whom the Performance 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 Performance
 
RSU Award
 
Agreement shall
 
not affect
 
the validity
 
or enforceability
 
of any
other provision of the Plan
 
or this Performance RSU Award Agreement, and each provision of the
Plan and this
 
Performance 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
 
Performance 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 Performance 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
 
Performance
 
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 Performance
 
RSUs subject to
 
all of the terms
 
and conditions of
 
the Plan and
 
this
Performance RSU Award
 
Agreement.
 
Section 23.
 
Entire
 
Agreement
 
and
 
Binding
 
Effect.
 
This
 
Performance
 
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 Performance
 
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]
 
Exhibit 10.15
7
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
The parties
 
to this
 
Performance RSU
 
Award
 
Agreement have
 
executed this
 
Performance
RSU Award
 
Agreement as of the date provided in the preamble to this agreement.
CROSSFIRST BANKSHARES, INC.
By: _____________________
Name:___________________
Title:____________________
[GRANTEE NAME]
By: _____________________
Name:___________________
 
 
Exhibit 10.15
8
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
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
 
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.
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 10.15
9
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
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.
a)
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.
b)
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 Performance RSUs shall be
forfeited effective as of the date
 
of such breach, unless sooner
 
terminated by operation of
another term
 
of condition
 
of the
 
Performance RSU
 
Award
 
Agreement or
 
the Plan;
 
and
Exhibit 10.15
10
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
(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.
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 10.15
11
Performance RSU Award (3-Year LTI
 
Awards)
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").
 
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.
a)
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.
b)
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 10.15
12
Performance RSU Award (3-Year LTI
 
Awards)
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
 
Performance RSUs
 
shall
 
be
 
forfeited
effective as
 
of the
 
date of
 
such breach,
 
unless sooner
 
terminated by
 
operation of
 
another
term
 
of
 
condition
 
of
 
the
 
Performance
 
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 10.15
13
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
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
 
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.
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.
a)
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 10.15
14
Performance RSU Award (3-Year LTI
 
Awards)
v. 2023.02.17
b)
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
 
Performance RSUs
 
shall
 
be
 
forfeited
effective as
 
of the
 
date of
 
such breach,
 
unless sooner
 
terminated by
 
operation of
 
another
term
 
of
 
condition
 
of
 
the
 
Performance
 
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.