exhibit102

CROSSFIRST BANKSHARES, INC.

2018 OMNIBUS EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK

UNIT AWARD

AGREEMENT

Date of Grant:

Number of Restricted Stock Units Granted:

Vesting

Date:

This Performance-Based Restricted Stock Unit Award

Agreement (this "Performance RSU Award

Agreement"), is entered into

, by and between CrossFirst Bankshares, Inc., a Kansas Corporation (the

"Company") and ________________________ (the

"Grantee").

RECITALS:

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.

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:

Section 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.

Section 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 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

is the "Vesting

Date" set forth above).

Notwithstanding that

all the Performance RSUs are a single Award

subject to the terms and conditions of this Performance RSU Award

Agreement, that portion

of the Performance RSUs which vest based on the Company’s

Relative TSR during

the Performance Period and that portion of the

Performance RSUs which vest based on the Company’s

achievement of actual adjusted earnings per share during the Performance Period

may be accounted for on the books of the Company as two separate awards of Restricted

Stock Units, or reflected in the records of the

Company’s equity plan

administrator as two separate awards of Restricted Stock Units.

Section 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,

on the Vesting

Date the restrictions on the

Performance RSUs subject to this Performance RSU Award

Agreement will lapse and the Performance RSUs will become vested based

the following performance vesting terms and conditions:

[Insert applicable vesting terms and conditions referencing,

if applicable, information contained in Exhibits A and B]

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 nonemploy

ee 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 "at Target

level of performance"

established by the Committee; 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 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 and such pro rata portion of

the Performance RSUs shall be settled promptly following

the Vesting

Date and after the Compensation Committee’s

certification of the

Company’s level of performance

during the Performance Period.

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 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

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 all Performance

RSUs and all

such Performance RSUs shall be cancelled.

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.

Upon the Performance RSU's settlement date, the Grantee shall be entitled to receive

Dividend Equivalents

for each Share that ultimately is eligible to be delivered (before any applicable

tax withholding) based on the

number of Performance RSUs that ultimately become vested and based on

any dividends paid by the Company on Shares, whether payable

in Stock, in cash or in kind, or other distributions, for any dividend record date

that occurs (i) after the Date of Grant hereunder and (ii)

prior to the settlement date of Shares following the Vesting

Date. All Dividend Equivalents will be paid, if at all, at the same time

following the Vesting

Date that the Performance RSUs are settled and shall 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 rights 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

(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.

Section 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.

Section 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 Compa

ny 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 C.

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.

Section 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.

Section 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.

Section 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.

Section 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.

Section 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 standards 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

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.

Section 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.

Section 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.

Section 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

will or the laws of descent or distribution.

Section 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]

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 A

[Insert applicable Performance Goal information, as applicable]

Exhibit B

[Insert applicable Performance Goal information, as applicable]

Exhibit C

Restrictive Covenants for Grantee Employed in Arizona, Georgia,

Kansas, Missouri, Texas

or New Mexico

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.

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.

NONSOLICITATION

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

services similar to or competitive with those offered by the Company

or one of its Affiliates.

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.

CONF

IDENTIALITY.

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' 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.

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.

Notwithstanding the above or any provision of this Exhibit C 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 C, any other agreement executed by the Grantee is

intended to conflict with the statutory protection in 18 U.S.C. §1833(b).

BREACH OF

COVENANTS.

In the event of a breach of any of the covenants contained in this Exhibit C:

(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.

SEVERABILITY.

If any of the provisions of this Exhibit C shall otherwise contravene or be

invalid under

the laws of

any state,

country or other

jurisdiction

where this Exhibit

C is applicable

but for such contravention

or invalidity, such contravention or

invalidity shall not invalidate

all of the provisions of this Exhibit C 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

NONSOLICITATION

OF EMPLOYEES.

For a period of one year following

the date

of Grantee's

termination as

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.

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

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 Compa

ny 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.

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'

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.

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.

Notwithstanding the above or any provision of this Exhibit C 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 C, any other agreement executed by the Grantee is

intended to conflict with the statutory protection in 18 U.S.C. §1833(b).

BREACH OF COVENANTS.

In the event of a breach of any of the covenants contained in this Exhibit C:

(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.

SEVERABILITY.

If any of the provisions of this Exhibit C shall otherwise contravene or be invalid

under the laws of any state,

country or other jurisdiction where this Exhibit C is applicable but for such

contravention or invalidity,

such contravention or

invalidity shall not invalidate all of the provisions of this Exhibit C 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

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.

NONCOMPETITION.

For a

period of

one year

following the

date of

Grantee's termination

as a

Service Provider

("T

ermination 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.

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.

NONSOLICITATION

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

services similar to or competitive with those offered by the Company

or one of its Affiliates.

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.

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.

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.

Notwithstanding the above or any provision of this Exhibit C 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 C, any other agreement executed by the Grantee is

intended to conflict with the statutory protection in 18 U.S.C. §1833(b).

BREACH OF COVENANTS.

In the event of a breach of any of the covenants contained in this Exhibit C:

(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.

SEVERABILITY.

If any of the provisions of this Exhibit C shall otherwise contravene or be invalid under the laws

of any state,

country or

other jurisdiction

where this Exhibit

C is applicable

but for such contravention

or invalidity, such contravention or invalidity

shall not

invalidate all of the provisions

of this Exhibit C 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.