UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Exchange Act of 1934

Date of Report (Date of earliest event reported) January 25, 2010


SIMMONS FIRST NATIONAL CORPORATION
( Exact name of registrant as specified in its charter)
 
 
 Arkansas
0-6253
71-0407808
(State or other jurisdiction of incorporation)
 (Commission File Number)
 (I.R.S. Employer Identification No.)
     
501 Main Street, Pine Bluff, Arkansas
 
71601
(Address of principal executive offices)
 
(Zip Code)
 
(870) 541-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
Item 5.02     Departure of Directors or Certain Officers; Election of Directors;  Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The Board of Directors of the Simmons First National Corporation (the "Company"), upon recommendation of the Nominating, Compensation and Corporate Governance Committee ("NCCGC") granted certain executive officers, including the named executive officers listed below, a discretionary bonus on January 25, 2010 through the grant of stock under the  Simmons First National Corporation Executive Equity Incentive Plan – 2001.  These grants vested immediately.  The bonus was granted to the executives for extraordinary service to the Company during 2009 related to the Company's Equity Offering, the Company's ongoing revenue and efficiency initiatives and for the exemplary performance of the Company regarding core earnings growth, capital maintenance and asset quality.   The table below shows the number of shares of stock granted and the value of this bonus based upon the closing price ($26.88) of the Company's stock on the preceding trading day:
 
 
  Participant
  Shares
Granted 
Value
of Bonus
 David L. Bartlett  1,320    $35,482
 Robert A Fehlman   790   $21,235
 Marty D. Casteel   790   $21,235
 Robert C. Dill  460   $12,365
 
The Board of Directors of the Simmons First National Corporation (the "Company"), upon recommendation of the Nominating, Compensation and Corporate Governance Committee ("NCCGC") granted J. Thomas May, Chief Executive Officer, a discretionary bonus on January 25, 2010 through the grant of 8,825 shares of  restricted stock under the existing Simmons First National Corporation Executive Equity Incentive Plan - 2006. The amount of the   bonus based upon the closing price of the Company's stock on the preceding trading day was $237,216.00.  This grant vests in equal installments over three years.  The bonus was granted to Mr. May for his leadership (i) in 2008 and 2009 which resulted in extraordinary financial performance in asset quality, capital, liquidity and earnings, (ii) in guiding the Company's election into and ultimate declination to participate in the U. S. Treasury's TARP program and (iii) in completion of the Company's $75 million equity offering in late 2009.

The NCCGC reviewed and approved the report from management on the tentative 2009 Executive Incentive Plan ("EIP") incentive payments to participants and referred this matter to the Board for action.  Management proposed certain changes to the 2010 EIP based upon recommendations from Blanchard Chase, the Company's compensation consultant.  After consideration, the NCCGC approved the modifications and recommended the Board adopt the 2010 EIP as modified.  The Board approved the payment of the 2009 EIP incentive payments and the 2010 EIP, as modified.  A summary of the terms of the 2010 EIP are included as Exhibit 10.1.

Upon recommendation of the NCCGC on January 25, 2010, the Board of Directors of the Company adopted deferred compensation agreements for Robert A. Fehlman, 45, Executive Vice President and Chief Financial Officer and Marty D. Casteel, 58, Executive Vice President – Administration.   The benefits under these agreements will be funded by the Company and neither Mr. Fehlman nor Mr. Casteel will be required or permitted to make contributions for this benefit.

The deferred compensation agreement for Mr. Fehlman provides for an annual benefit at retirement of 30% of his average base salary and cash compensation over his last five years of employment and is payable for 15 years. The benefit vests at age 65, subject to earlier vesting upon death, disability, or change in control of the Company.  The benefit becomes payable upon the earliest to occur of (i) Mr. Fehlman's retirement at or after age 65, (ii) his death, (iii) his disability, or (iv) his separation from service after the occurrence of a change in control of the Company. The benefit is subject to forfeiture if (i) Mr. Fehlman ceases to be employed by the Company prior to his attaining age 65, other than due to his disability, his death or following a change in control of the Company, (ii) Mr. Fehlman fails to provide the post

 
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retirement part time consulting services required in the plan or (iii) Mr. Fehlman violates the non-competition provision while receiving payments.   A copy of the deferred compensation agreement for Mr. Fehlman is included as Exhibit 10.2.
 
The deferred compensation agreement for Mr. Casteel provides for an annual benefit at retirement of $75,000.00, payable for 10 years. The benefit vests at age 67, subject to earlier vesting upon death, disability, or change in control of the Company.  The benefit becomes payable upon the earliest to occur of (i) Mr. Casteel's retirement at or after age 67, (ii) his death, (iii) his disability, or (iv) his separation from service after the occurrence of a change in control of the Company. The benefit is subject to forfeiture if (i) Mr. Casteel ceases to be employed by the Company prior to his attaining age 67, other than due to his disability, his death or following a change in control of the Company, (ii) Mr. Casteel fails to provide the post retirement part time consulting services required in the plan or (iii) Mr. Casteel violates the non-competition provision while receiving payments.   A copy of the deferred compensation agreement for Mr. Casteel is included as Exhibit 10.3.

The Board of Directors of the Company, upon recommendation of the NCCGC adopted the Simmons First National Corporation Executive Retention Program on January 25, 2010.  The program is intended to assist the Company in retaining its existing executive management during and immediately following the executive transition surrounding the anticipated retirement of Mr. J. Thomas May at the end of 2013.  The participants in the program are David L. Bartlett, Robert A. Fehlman and Marty D. Casteel.  The program consists of cash bonuses and restricted stock grants under the existing Simmons First National Corporation Executive Equity Incentive Plans.  Both the cash bonuses and the restricted stock grants will vest in full in 2015, subject to earlier vesting upon the death, disability, change in control of the Company or involuntary termination of employment without cause.  In the case of a change in control, the cash bonus and restricted stock grant will vest in full immediately upon the change in control.  In the case of death, disability or involuntary termination of employment without cause, the cash bonus and restricted stock vest in 16.67% per calendar year starting in 2010 and becoming 100% vested in 2015.  The restricted stock grants were made on January 25, 2010, subject to the vesting discussed above and the cash bonuses will be payable in January, 2016, subject to earlier payment, upon and to the extent of, earlier vesting, due to death, disability, change in control of the Company or involuntary termination of employment without cause.

In adopting the plan, the Board approved the award of restricted shares and cash retention bonus to each of the individuals identified below all of which are named executive officers in the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders, as follows:
 
  Participant    Cash Retention Bonus   Restricted Stock
 David Bartlett   $175,000.00  6,515 shares
 Robert A Fehlman  $125,000.00   4,655 shares
 Marty D. Casteel   $125,000.00  4,655 shares
 
A copy of the Simmons First National Corporation Executive Retention Program is included as Exhibit 10.4.

The Board of Directors of the Company, upon recommendation of the NCCGC adopted the Simmons First National Corporation Executive Equity Incentive Plan - 2010 on January 25, 2010 and directed that the Plan be submitted to the Company's shareholders for approval at its next annual shareholders' meeting to be held on April 20, 2010.   The 2010 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights ("SARs") and restricted stock covering in the aggregate up to 500,000 shares of Class A Common Stock. The Plan allows shares which are the subject to terminated or expired options or SARs to again become available for grant. In administering the plan, the Board of Directors, is granted discretion to: (i) designate participants from among the executive, administrative, professional, or technical personnel of the Company, its affiliates and subsidiaries who have the principal responsibility for the management, direction and financial success of the Company and (ii) determine the nature and amount of the awards to the participants.   A copy of the plan is included as Exhibit 10.5.


 
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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 
Exhibit No.                                           Description
10.1                      Summary of Simmons First National Corporation Executive Incentive Plan
10.2                      Deferred Compensation Agreement – Robert A. Fehlman
10.3                      Deferred Compensation Agreement – Marty D. Casteel
10.4                      Simmons First National Corporation Executive Retention Program
10.5                      Simmons First National Corporation Executive Stock Incentive Plan – 2010

 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
      SIMMONS FIRST NATIONAL CORPORATION
      /s/  Robert A. Fehlman
  Date: January 29, 2010  
 Robert A. Fehlman, Executive Vice
                 President and Chief Financial Officer
 

 

 
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INDEX TO EXHIBITS

Exhibit
Number                                             Exhibit
10.1                      Summary of Simmons First National Corporation Executive Incentive Plan
10.2                      Deferred Compensation Agreement – Robert A. Fehlman
10.3                      Deferred Compensation Agreement – Marty D. Casteel
10.4                      Simmons First National Corporation Executive Retention Program
10.5                      Simmons First National Corporation Executive Stock Incentive Plan - 2010
 
 

 





EXHIBIT 10.1

SUMMARY OF
SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE INCENTIVE PLAN
 
 
 
 
 

 
 
 
 

SUMMARY OF THE SIMMONS FIRST NATIONAL
CORPORATION EXECUTIVE INCENTIVE PLAN
January 25, 2010

The Company has implemented an Executive Incentive Plan ("EIP") which is a cash incentive plan for the executives of the Company and its subsidiaries.  The EIP has developed over the years as the needs of the Company have changed. This summary describes the elements of the plan applicable to executives of the Company, including the named executives.  Currently, the EIP payments are based upon two separate components, a performance component and a discretionary component. The performance component utilizes various performance criteria applicable to the Company and its subsidiaries to determine whether cash incentives will be paid, to whom such incentives will be paid and the amount of the incentive payments. The discretionary component is subject to determination by the Board and seeks to reward participants for extraordinary efforts which may not be reflected in the Company's short term financial results.

Required Minimum Performance.    In order for the EIP to be effective in a calendar year, the Company must satisfy certain required minimum performance levels.  The required minimum performance levels merely determine whether the plan will be effective in any calendar.  While the satisfaction of the required minimum performance levels by the Company is necessary for any benefits to be paid under the EIP, performance which merely satisfies these levels is not sufficient to result in the entitlement of any participant to receive a payment under the EIP.  The applicable required minimum performance levels require the Company to: (i) equal or exceed a pre-determined rate of return of tangible assets, (ii) maintain consolidated nonperforming assets below a pre-determined threshold; (iii) maintain a pre-determined overall regulatory examination rating; and (iv) maintain a pre-determined regulatory examination rating regarding asset quality.  In addition to the Company's required minimum performance levels, each participant to be eligible to participate in the EIP must receive an individual performance rating of at least 4 (based upon a scale of 1 to 6) on his or her employee evaluation.

Participant Incentive . Upon entry into the EIP, a specified percentage of the participant's base salary is assigned as the target incentive payment amount. A participant's entitlement to an incentive payment under the EIP consists of two separate components, a performance component constituting 75% of the target incentive payment and a discretionary component constituting 25% of the target incentive payment.  The performance component utilizes three factors: (i) core earnings per share growth, (ii) net income growth of the affiliate banks and (iii) asset quality and strategic initiatives. The asset quality and strategic initiatives factor is further divided into four sub-factors: loans more than 30 days past due, non-performing assets, classified loans and core deposit growth.  Each performance factor (and sub-factor) is weighted by assigning a pre-determined percentage, with the sum of such percentages equaling 75%.  Three performance levels are set for each factor and sub-factor: threshold, target and maximum.

Each performance factor and sub-factor is separately evaluated.  A participant's actual incentive payment is the sum of his entitlement for each factor and sub-factor, based upon the weighting and performance related to each such factor and sub-factor.  The satisfaction of a performance factor or sub-factors at the target level will entitle a participant to receive his or her

 
 
 
 
weighted incentive payment attributable to such factor or sub-factor. Performance at the threshold level for a factor and sub-factors will entitle a participant to receive 50% of his or her weighted incentive payment attributable to such factor or sub-factor. Performance at the maximum level for a factor or sub-factor will entitle a participant to receive 200% of his or her weighted incentive payment attributable to such factor or sub-factor, except in the case of J. Thomas May in which the maximum incentive payment is 133% of the target incentive amount.  Performance below the threshold level for a factor or sub-factor will result in no incentive payment for a participant attributable to such factor or sub-factor. Performance at a level in excess of threshold and less than maximum will result in the proration of the participant's entitlement between minimum the threshold payment and the maximum payment attributable to such factor or sub-factor. However, unless the return on tangible assets of the Company and each of the subsidiary banks exceeds 1.00%, the components of EIP incentive payments related to the underperforming entity cannot exceed the Target incentive level for any component of the EIP related to the earnings of that entity.
 
The discretionary component of the EIP, consisting of up to 25% of the target incentive amount for a participant, was added in 2010.  The addition of the discretionary component was to allow the Board to recognize extraordinary performance by EIP participants which is not necessarily reflected in the performance component of the EIP.  The Board believes it is the Company's best interest to encourage participants to engage in activities and endeavors for the long term benefit of the Company which may not be reflected in the Company's short term financial results.  Such activities might include public equity offering of the Company, designing and implementing a right sizing initiative to adjust the number of branches being operated by the Company's subsidiary banks, evaluating and implementing revenue, expense and efficiency initiatives for the Company, utilization of additional capital through negotiated private and FDIC acquisitions and such other activities and endeavors as the Board may from time to time determine to be appropriate for consideration.

Payment.   After the close of the calendar year, the management reviews the performance of the Company under the specified performance factors and reports the results to the NCCGC.  The NCCGC then reviews the report and any proposed adjustments to the tentative EIP payment based upon the performance component. The NCCGC reviews the performance of the participants in light of the activities and endeavors deemed appropriate for consideration under the discretionary component of the EIP.  The NCCGC forwards its recommendation for the EIP payments to be made relating to the preceding year to the Board for its consideration.  The Board considers the NCCGC recommendation at the next Board meeting.  The EIP payments, as approved by the Board, are then made to the participants through the Company's payroll system on or about February 15.

Data Integrity.   If data used in the calculation of the EIP entitlements is determined to be in error, then each participant's EIP entitlements will be subject to a clawback provision.  In such event the EIP entitlements will be re-calculated using the correct data and any participant whose EIP entitlement was overstated due to the erroneous data is required to repay the excess EIP payment to the Company.
 






EXHIBIT 10.2

DEFERRED COMPENSATION AGREEMENT
– ROBERT A. FEHLMAN
 
 
 
 
 


 
 
 

DEFERRED
COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into by and between Simmons First National Corporation (" Employer ") and Robert A. Fehlman (" Employee "), WITNESSETH:

WHEREAS, Employee is presently employed by Employer in the capacity of Executive Vice President and Chief Financial Officer and is a person whom Employer considers to possess significant ability, experience and valuable contacts in matters relating to the business of Employer; and

WHEREAS, Employer desires to obtain the continued services of Employee and to provide certain deferred, contingent benefits to Employee as more particularly hereinafter provided; and

NOW, THEREFORE, for and in consideration of the premises and Employee's continued employment, it is agreed as follows, to-wit:

1.   Definitions.   As used herein, the following terms shall have the definitions set forth below:

Benefit Period - For the purposes of Section 5, the period commencing on the first day of the next succeeding calendar month following the separation from service of Employee and ending one hundred eighty (180) months thereafter.

Change in Control - shall mean a change in ownership or control of the Bank as defined in Treasury Regulation 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

Disabled   -  A participant shall be considered disabled if the participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the participant's employer, (iii) is determined to be totally disabled by the Social Security Administration or (iv) is determined to be disabled by the Employer's disability insurance program, provided the criteria utilized by the insurance program complies with the criteria set forth under (a) above.

Final Average Compensation - The average of the sum of the salary and cash bonus (inclusive of all discretionary bonuses and cash incentive programs in which Employer participated) for the last five (5) consecutive, completed calendar years of service.  Stock options, restricted stock or other equity compensation grants, programs or plans shall not be included in the computation of Final Average Compensation.  However, all sums earned under the SFNC Executive Incentive Plan ("EIP") shall be considered as cash compensation, even if in future years some part or all of the EIP

 
 
 
 
may be paid in stock rather than cash.
 
Monthly Benefit - The monthly benefit payable upon death, disability or Normal Retirement shall be one-twelfth (1/12th) of an amount equal to thirty percent (30%) of the Final Average Compensation of Employee.

Separation from Service - shall mean Employee has experienced a termination of employment with Employer.  For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that Employer and Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to Employer if Employee has been providing services to Employer less than 36 months).  Facts and circumstances to be considered in making this determination include, but are not limited to, whether Employee continues to be treated as an executive for other purposes (such as continuation of salary and participation in executive benefit programs), whether similarly situated service providers have been treated consistently, and whether Employee is permitted, and realistically available, to perform services for other service recipients in the same line of business.  Employee will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by Employee during the immediately preceding thirty-six (36) month period.

Specified Employee - is a key employee (as defined in section 416(i) of the Internal Revenue Code without regard to section 416(i)(5)) of the Employer (and all persons with whom the Employer would be considered a single employer under section 414(b) or 414(c) of the Internal Revenue Code) any stock of which is publicly traded on an established securities market or otherwise. For this purpose, an employee is a key employee if he or she meets the requirements of section 416(i) at any time during the calendar year.  If a person is a key employee as of December 31 of any year, the person is treated as a specified employee for the 12-month period beginning on the first day of April of the next calendar year. The determination whether the stock is publicly traded on an established securities market or otherwise shall be made as of the date of the Employee's separation from service.

2.   Continued Employment of Employee .    Employee shall continue in the employ of Employer until the earlier of a Change in Control or attainment of age 65, subject to termination at any time by the Board of Directors of Employer.

3.   Normal Retirement, Disability or Death .  (a)  Upon the first to occur of the following:

 
i. 
Employee's normal retirement at or after age 65 (" Normal Retirement "),

 
ii.
Employee's disability prior to age 65 while still in the employ of Employer, or

 
 
2
 
 
 
iii. 
Employee's death prior to age 65 while still in the employ of Employer --

Employer shall pay to Employee (or Employee's beneficiary in the case of death of the Employee) the Monthly Benefit, as defined herein, each month beginning on the first day of the month following Employee's Normal Retirement, disability or death, and ending upon the expiration of 180 consecutive months after the commencement of payments.

(b)  If Employee dies prior to receiving 180 monthly payments, the remaining payments (not to exceed 180), shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

4.   Payments to Specified Employees .    If at the time of the Employee's death disability, or separation from service, Employee is a Specified Employee, then notwithstanding any provision in herein, including Sections 3 and 5, concerning the date of the commencement of payments, all payments that Employee would otherwise have been entitled to receive hereunder during the first six (6) months after his death, disability or separation from service shall be retained by the Employer and paid to the Employee (or his beneficiary, as the case may be) upon the first day of the seventh (7th) month next following the event giving rise to the commencement of the payments. All payments due on any date more than six (6) months after the event giving rise to the commencement of the payments shall not be delayed and shall be made on the dates as originally set forth herein.

5.   Separation from Service after Change in Control . In the event of a Change in Control and Employee's separation from service prior to his entitlement to the Monthly Benefit, then Employer shall pay to Employee the Monthly Benefit each month during the Benefit Period, beginning on the first day of the calendar month following such separation from service. If Employee dies prior to the end of the Benefit Period, the remaining payments, through the end of the Benefit Period, shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

6.    Consultation and Advice . Employee agrees that, following termination of employment due to disability or Normal Retirement, Employee shall, upon request by the Board of Directors of Employer, render consultation and advice to Employer on a part time basis. Such consultation and advice may be performed at such place and time as may be designated by Employee. Employee shall be obligated to perform his duties under this Section only as long as Employee's health shall permit provided, however, the inability of Employee to perform these duties due to poor health or death shall not impair any benefit payable hereunder to the Employee, his designated beneficiary or his estate.

7.   Forfeiture . Employee shall forfeit the right to payment of any further deferred compensation benefits hereunder if:

(a)  Employee shall fail to continue in the full time employ of Employer until the earlier of a Change in Control or the attainment of age 65 for any reason other than death or disability;

 
3
 
(b)  Employee shall fail to provide any required consultation services under Section 6 above; or
 
(c)  Employee, while receiving payments hereunder, shall, directly or indirectly, as owner, employee, independent contractor, agent or in any other capacity, take part or engage in any manner in any business, activity or endeavor within the State of Arkansas which, in the sole determination of the Board of Directors of Employer, shall be in   competition with the business of Employer.

8.   Administration . This deferred compensation agreement shall be administered by the Nominating, Compensation and Corporate Governance Committee of the Board of Directors of Employer, which Committee shall have all rights and powers as may be necessary or appropriate for the discharge of its duties in the administration of this agreement.

9.    No Trust or Security . It is specifically understood and agreed that no trust or fiduciary relationship of any kind or character is created by this agreement and that Employer's liability hereunder is an unsecured obligation of Employer.

10.   Prohibition against Assignment . Employee may not assign, encumber or in any other manner transfer or dispose of any rights of Employee hereunder, except that Employee may designate a beneficiary or beneficiaries to receive payments in the event of Employee's death.

11.   Benefit and Binding Effect . This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives and successors.

IN WITNESS WHEREOF, the parties have executed this instrument this 25 th day of January, 2010.


SIMMONS FIRST NATIONAL CORPORATION


By /s/ J.Thomas May
Title: Chairman and CEO



/s/ Robert A. Fehlman
Robert A. Fehlman
 
 
 
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EXHIBIT 10.3

DEFERRED COMPENSATION AGREEMENT
– MARTY D. CASTEEL
 
 
 
 

 
 
 
 

DEFERRED
COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into by and between Simmons First National Corporation (" Employer ") and Marty D. Casteel (" Employee "), WITNESSETH:

WHEREAS, Employee is presently employed by Employer in the capacity of Executive Vice President and is a person whom Employer considers to possess significant ability, experience and valuable contacts in matters relating to the business of Employer; and

WHEREAS, Employer desires to obtain the continued services of Employee and to provide certain deferred, contingent benefits to Employee as more particularly hereinafter provided; and

NOW, THEREFORE, for and in consideration of the premises and Employee's continued employment, it is agreed as follows, to-wit:

1.   Definitions.   As used herein, the following terms shall have the definitions set forth below:

Benefit Period - For the purposes of Section 5, the period commencing on the first day of the next succeeding calendar month following the separation from service of Employee and ending one hundred eighty (120) months thereafter.

Change in Control - shall mean a change in ownership or control of the Bank as defined in Treasury Regulation 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

Disabled   -  A participant shall be considered disabled if the participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the participant's employer, (iii) is determined to be totally disabled by the Social Security Administration or (iv) is determined to be disabled by the Employer's disability insurance program, provided the criteria utilized by the insurance program complies with the criteria set forth under (a) above.

Monthly Benefit - The monthly benefit payable shall be one-twelfth (1/12th) of an amount equal to $75,000.00

Separation from Service - shall mean Employee has experienced a termination of employment with Employer.  For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that Employer and Employee reasonably anticipated that no further services would be performed after a

 
 
 
 
certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to Employer if Employee has been providing services to Employer less than 36 months).  Facts and circumstances to be considered in making this determination include, but are not limited to, whether Employee continues to be treated as an executive for other purposes (such as continuation of salary and participation in executive benefit programs), whether similarly situated service providers have been treated consistently, and whether Employee is permitted, and realistically available, to perform services for other service recipients in the same line of business.  Employee will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by Employee during the immediately preceding thirty-six (36) month period.
 
Specified Employee - is a key employee (as defined in section 416(i) of the Internal Revenue Code without regard to section 416(i)(5)) of the Employer (and all persons with whom the Employer would be considered a single employer under section 414(b) or 414(c) of the Internal Revenue Code) any stock of which is publicly traded on an established securities market or otherwise. For this purpose, an employee is a key employee if he or she meets the requirements of section 416(i) at any time during the calendar year.  If a person is a key employee as of December 31 of any year, the person is treated as a specified employee for the 12-month period beginning on the first day of April of the next calendar year. The determination whether the stock is publicly traded on an established securities market or otherwise shall be made as of the date of the Employee's separation from service.

2.   Continued Employment of Employee .    Employee shall continue in the employ of Employer until the earlier of a Change in Control or attainment of age 67, subject to termination at any time by the Board of Directors of Employer.

3.   Normal Retirement, Disability or Death .  (a)  Upon the first to occur of the following:

 
i. 
Employee's normal retirement at or after age 67 (" Normal Retirement "),

 
ii.
Employee's disability prior to age 67 while still in the employ of Employer, or

 
iii. 
Employee's death prior to age 67 while still in the employ of Employer --

Employer shall pay to Employee (or Employee's beneficiary in the case of death of the Employee) the Monthly Benefit, as defined herein, each month beginning on the first day of the month following Employee's Normal Retirement, disability or death, and ending upon the expiration of 120 consecutive months after the commencement of payments.

(b)  If Employee dies prior to receiving 120 monthly payments, the remaining payments (not to exceed 120), shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

 
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4.   Payments to Specified Employees .    If at the time of the Employee's death disability, or separation from service, Employee is a Specified Employee, then notwithstanding any provision in herein, including Sections 3 and 5, concerning the date of the commencement of payments, all payments that Employee would otherwise have been entitled to receive hereunder during the first six (6) months after his death, disability or separation from service shall be retained by the Employer and paid to the Employee (or his beneficiary, as the case may be) upon the first day of the seventh (7th) month next following the event giving rise to the commencement of the payments. All payments due on any date more than six (6) months after the event giving rise to the commencement of the Monthly Benefit shall not be delayed and shall be made on the dates as originally set forth herein.

5.   Separation from Service after Change in Control . In the event of a Change in Control and Employee's separation from service prior to his entitlement to the Monthly Benefit, then Employer shall pay to Employee the Monthly Benefit each month during the Benefit Period, beginning on the first day of the calendar month following such separation from service. If Employee dies prior to the end of the Benefit Period, the remaining payments, through the end of the Benefit Period, shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

6.    Consultation and Advice . Employee agrees that, following termination of employment due to disability or Normal Retirement, Employee shall, upon request by the Board of Directors of Employer, render consultation and advice to Employer on a part time basis. Such consultation and advice may be performed at such place and time as may be designated by Employee. Employee shall be obligated to perform his duties under this Section only as long as Employee's health shall permit provided, however, the inability of Employee to perform these duties due to poor health or death shall not impair any benefit payable hereunder to the Employee, his designated beneficiary or his estate.

7.    Forfeiture . Employee shall forfeit the right to payment of any further deferred compensation benefits hereunder if:

(a)  Employee shall fail to continue in the full time employ of Employer until the earlier of a Change in Control or the attainment of age 67 for any reason other than death or disability;

(b)  Employee shall fail to provide any required consultation services under Section 6 above; or

(c)  Employee, while receiving payments hereunder, shall, directly or indirectly, as owner, employee, independent contractor, agent or in any other capacity, take part or engage in any manner in any business, activity or endeavor within the State of Arkansas which, in the sole determination of the Board of Directors of Employer, shall be in competition with the business of Employer.

8.   Administration . This deferred compensation agreement shall be administered by the Nominating, Compensation and Corporate Governance Committee of the Board of Directors of

 
3
 
 
Employer, which Committee shall have all rights and powers as may be necessary or appropriate for the discharge of its duties in the administration of this agreement.
 
9.   No Trust or Security . It is specifically understood and agreed that no trust or fiduciary relationship of any kind or character is created by this agreement and that Employer's liability hereunder is an unsecured obligation of Employer.

10.   Prohibition against Assignment . Employee may not assign, encumber or in any other manner transfer or dispose of any rights of Employee hereunder, except that Employee may designate a beneficiary or beneficiaries to receive payments in the event of Employee's death.

11.   Benefit and Binding Effect . This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives and successors.

IN WITNESS WHEREOF, the parties have executed this instrument this 25 th day of January, 2010.


SIMMONS FIRST NATIONAL CORPORATION


By /s/ J.Thomas May
Title: Chairman and CEO



/s/ Marty D. Casteel
Marty D. Casteel
 
 
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EXHIBIT 10.4

SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE RETENTION PROGRAM
 
 
 
 
 
 
 

 
 
 
SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE RETENTION PROGRAM


ARTICLE I.   ADMINISTRATION AND ELIGIBILITY

Section 1.01.   Purpose .  This Executive Retention Program (the " Program ") is intended as an incentive to certain members of the executive management of Simmons First National Corporation (" Company ") to remain in the employ of the Company during and immediately following the transition of executive management due to the anticipated retirement of J. Thomas May as Chief Executive Officer in 2013. The purpose of the Program is to retain certain executive officers which have demonstrated with exemplary levels of performance, talent and ability in the performance of their assigned duties.  The Program consists of the payment of cash retention bonuses as described herein and the granting of Restricted Stock under the Simmons First National Corporation Executive Stock Incentive Plan – 2001 (" 2001 Stock Plan ") with terms and conditions on the grant as set forth in the Program.

Section 1.02.   Eligibility.   Eligibility for participation in the Plan shall include only those executive officers of the Company as are designated on Exhibit A hereto as may be amended from time to time.. The initial participants under the Plan are: President and Chief Operating Officer, Executive Vice President - Administration and Chief Financial Officer.  The NCCGC may from time to time designate other executive officers of the Company to participate in the Program.

Section 1.03.   Administration.   The Nominating, Compensation and Corporate Governance Committee (" NCCGC ") of the Board shall have the power and authority to supervise the administration of the Program.  All decisions made by the NCCGC pursuant to the Program shall be made by a majority of the members. The NCCGC may from time to time report its actions and recommendations concerning the Program to the Board. All cash and Restricted Stock shall be granted to the participants by resolution of the NCCGC. Such grant shall be in accordance with the terms of the Plan, and shall be final, without approval of the Board or shareholders of the Company.

Section 1.04.   Notice of Award .   Upon the adoption of the Plan and subsequently, if any additional grants are made under the Program, the NCCGC shall advise the participant and the Company thereof by delivery of written notice thereof in such form of as the Company may from time to time specify.

ARTICLE II. CASH RETENTION BONUSES

Upon adoption of the program, each participant shall be granted a cash retention bonus in the amount specified on Exhibit A hereto.  The cash retention bonuses shall vest in full in 2015, subject to the acceleration of vesting, as described in Article IV below in the event of a change in control of the Company or the death or disability of the participant.  The bonus shall be payable as set forth in Article V below.

 
 
 
ARTICLE III.   RESTRICTED STOCK GRANTS

Restricted stock grants under the 2001 Stock Plan have been made to the participants listed on Exhibit A contemporaneously with the adoption of this Program. Those grants shall be subject to the terms and conditions of the Program and shall vest in full in 2015, subject to the acceleration of vesting, as described in Article IV below in the event of a change in control of the Company or the death or disability of the participant. All restricted share grants shall be issued under and are subject to the terms, limitations and restrictions of the 2001 Stock Plan, as in effect from time to time. In no event shall any participant receive a grant of restricted stock pursuant to this program for any calendar year in excess of 7,000 shares of the Company's Class A common stock.
 
ARTICLE IV.  VESTING

Section  4.01.   General.    The restricted stock and the cash retention bonus shall vest in full on December 31, 2015, if the participant shall remain actively employed by the Company during the period commencing upon the adoption of this Program and ending on December 31, 2015. If a participant ceases to be employed by the Company prior to December 31, 2015, other than due to death, disability, involuntary termination without cause or after a change in control, as specified below, participant shall forfeit all right and claim to the restricted stock grant and cash retention bonus under this Program.

Section 4.02   Death,  Disability or Termination without Cause.   In the event of the death of a participant, disability of a participant or the termination of a participant's employment by the Company without cause prior to December 31, 2015, the participant shall be vested in the restricted stock grant and cash retention bonus under the program in accordance with the following table:

Date of Event                                                                                       Vested Percentage
On or before 12/31/2010                                                                         16.67%
After 12/31/2010, on or before 12/31/2011                                          33.33%
After 12/31/2011, on or before 12/31/2012                                          50.00%
After 12/31/2012, on or before 12/31/2013                                          66.67%
After 12/31/2013, on or before 12/31/2014                                          83.33%
After 12/31/2014                                                                                     100.00%

Section  4.03   Change in Control   In the event of a change in control of the Company, the restricted stock grant and the cash retention bonus, shall immediately become 100% vested in the participant.

ARTICLE V.  DELIVERY AND PAYMENT

Section 5.01   Delivery of Certificates .  Pursuant to the terms of the 2001 Stock Plan, the Company shall cause its transfer agent to issue certificates evidencing the restricted stock grants to the participants as soon as is commercially practicable. The participant shall thereupon be a

 
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shareholder of all the shares represented by the certificate.  The certificates representing such shares will be imprinted with a legend stating that the shares represented thereby may not be sold, exchanged, transferred, pledged or hypothecated, unless in accordance with the terms of the Program and the 2001 Stock Plan, and if, in the opinion of counsel, satisfactory to the Company, such transfer at such time complies with applicable securities laws. The transfer agent for the Company's common stock shall be instructed to like effect in respect of such shares.

Section 5.02.   Payment of Bonus .   If the participant remains in the employment of the Company through December 31, 2015, thereby becoming fully vested in the cash retention bonus, the Company shall pay the cash retention bonus to the participant through its payroll system on or before January 31, 2016. If a participant dies prior to December 31, 2015, the Company shall pay an amount equal to the product of such participant's the vested percentage times such participant's cash retention bonus to the deceased participant's beneficiary (or if none to the deceased participant's estate) within thirty 30 days after the participant's date of death. If a participant becomes disabled prior to December 31, 2015, the Company shall pay an amount equal to the product of such participant's the vested percentage times such participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment due to disability.  If a participant's employment by the Company is terminated without cause prior to December 31, 2015,  the Company shall pay an amount equal to the product of such participant's the vested percentage times such participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment.  In the event of a change in control of the Company, the Company shall pay the cash retention bonus to the participant through its payroll system within thirty (30) days after the effective date of the change in control.

Section 5.03   Withholding.   The Company shall withhold any taxes that are required to be withheld, under the Internal Revenue Code, any applicable state law and regulations thereunder, from the benefits provided under this Agreement.

ARTICLE VI. GENERAL TERMS

Section 6.01   Definitions.   For purposes of the Program, the terms set forth below shall be defined as follows:

Change in Control - shall mean a change in ownership or control of the Bank as defined in Treasury Regulation 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

Disabled   -  A participant shall be considered disabled if the participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the participant's employer, (iii) is

 
3
 
determined to be totally disabled by the Social Security Administration or (iv) is determined to be disabled by the Employer's disability insurance program, provided the criteria utilized by the insurance program complies with the criteria set forth under (a) above.

Section 6.02.   Investment Intent .  The Company may require that, in acquiring the restricted stock, the participant agree with, and represent to, the Company that the participant is acquiring the restricted stock for the purpose of investment and with no present intent to transfer, sell, or otherwise dispose of such shares except for such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any participant. Upon receipt of the Notice of Award, the participant shall deliver to the Company, in duplicate, an agreement in writing, signed by the participant, in form and substance as set forth in Exhibit B, below, and the Company will promptly acknowledge its receipt thereof. Such shares shall be transferable thereafter only if the proposed transfer is permitted under the Plan and if, in the opinion of counsel (who shall be satisfactory to the Company), such transfer at such time complies with applicable securities laws.

Section 6.03. Restrictions.   (a) Prior to the vesting of cash retention bonus, the participant shall be deemed to hold only a contingent right to receive cash retention bonus in the future.  Upon the grant of the restricted stock the participant, prior to vesting, the participant shall be entitled to exercise the voting rights and receive dividends with respect to the restricted stock, but shall not be entitled to transfer, hypothecate or encumber the restricted stock until such shares are fully vested.

(b)  In the event of the death of a participant, disability of a participant or the termination of a participant's employment by the Company without cause prior to December 31, 2015, then the participant shall be fully vested in the number of shares of restricted stock equal to the product of such participant's vested percentage times the number of shares of restricted stock granted to the participant.  All shares not vested at the participant's death, disability or involuntary termination without cause shall be cancelled and the participant's interest in the unvested shares shall be forfeited.  The participant (or in the event of the death of a participant, the participant's personal representative) shall deliver (by physical certificates or electronically) to the Company within thirty (30) days after the date of participant's death, disability or involuntary termination without cause, the number of shares of unvested restricted stock held by the deceased participant.  The Company may, at its option, withhold payment of the vested part of the cash retention bonus until the shares of unvested restricted stock are delivered for cancellation.

 
 (c)    The rights of the participant to the cash retention bonus and the restricted stock may not be assigned or transferred except by beneficiary designation, will or by the laws of descent and distribution. If any attempt is made to sell, exchange, transfer, pledge, hypothecate, or otherwise dispose of the cash retention bonus or the restricted stock grant in which the participant is not vested, the bonus and the restricted stock shall be deemed to be cancelled and the participant shall forfeit all rights to compensation of any type under the Program.

Section 6.04.   Reorganizations and Recapitalization of the Company .   The existence of the Program and any compensation granted hereunder shall not affect in any way the right or power of

 
4
 
the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preferred stocks ahead of or affecting the common stock or the rights thereof, or the dissolution or the liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any corporate act or proceeding, whether of a similar character or otherwise.

Section 6.05.   Effective Date of Program .  This Program shall be effective on the date of its adoption by the Board of Directors of the Company.

Section 6.06.   Amendments or Termination .  The NCCGC may amend, alter or discontinue the Program, but no amendment, alteration or discontinuation of the Plan shall adversely affect any Awards granted prior to the time of such amendment, alteration or discontinuation.  Any amendment, alteration or other modification to the 2001 Stock Plan shall be effective, in accordance with the terms of such amendment, alteration or discontinuation, on the restricted stock grants described herein.

Section 6.07.   Government Regulations .  Notwithstanding any provisions hereof, the obligation of the Company to sell and deliver Restricted Stock shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required, and the participant shall agree that he or she shall not receive any Restricted Stock granted hereunder, and that the Company will not be obligated to issue any shares hereunder, if the receipt thereof or if the issuance of such shares shall constitute a violation by the participant or the Company of any applicable law or regulation.

VII.           ADMINISTRATIVE AND CLAIMS PROVISIONS

Section 7.01.   Plan Administrator.   The " Plan Administrator " of the Program shall be the Human Resources Group of the Company.  As Plan Administrator, the Human Resources Group shall be responsible for the management, control and administration of the Program.  The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Program including the employment of advisors and the delegation of ministerial duties to qualified individuals.

Section 7.02.   Claims Procedure.

(a)   Filing a Claim for Benefits. Any participant, beneficiary, or other individual, (" Claimant ") entitled to benefits under the Program will file a claim request with the Plan Administrator.  The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained.  If the claim relates to disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).

 
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(b)   Denial of Claim.    A claim for benefits under the Program will be denied if the Plan Administrator determines that the Claimant is not entitled to receive benefits under the Program. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator.  This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim.  In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days.  However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days.  In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator’s control, and for an additional thirty (30) days, if necessary.  Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

(c)   Content of Notice.   The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

i.              The specific reason or reasons for the denial;

ii.             Specific reference to the Program provisions on which the denial is based;

 
iii.
A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

 
iv.
Any other information required by applicable regulations, including with respect to disability benefits.

(d)   Review Procedure .  The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review.  The Claimant, or his duly authorized representative, may:

 
i.
Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim.  If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

 
ii.
Review and copy (free of charge) pertinent Agreement documents, records and other information relevant to the Claimant’s claim for benefits;

 
iii.
Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

 
6
 
(e)    Decision on Review .   A decision on review of a denied claim shall be made in the following manner:

 
i.
The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. If the Claimant’s initial claim is for disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s).  The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review.  In the event that the denied claim pertains to disability, such decision shall not be made later than forty-five (45) days after receipt of the application for review.  If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period.  In no event shall the extension exceed a period of sixty (60) days from the end of the initial period.  In the event the denied claim pertains to disability, written notice of such extension shall be furnished to the Claimant prior to the termination of the initial forty-five (45) day period.  In no event shall the extension exceed a period of thirty (30) days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

 
ii.
The decision on review shall be in writing and shall include specific reasons for the decision written in an understandable manner with specific references to the pertinent Program provisions upon which the decision is based.

 
iii.
The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.  Additional considerations shall be required in the case of a claim for disability benefits.  For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment.  The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual.  If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

 
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iv.
The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.
 
(f)   Exhaustion of Remedies :  A Claimant must follow the claims review procedures under this Agreement and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.


 
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EXHIBIT A
PARTICIPATION


Participant                                        Cash Retention Bonus                                  Restricted Stock
 
David Bartlett                                           $175,000.00                                                      6,515 shares
Robert A Fehlman                                   $125,000.00                                                      4,655 shares
Marty D. Casteel                                     $125,000.00                                                      4,655 shares




 
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EXHIBIT B


Human Resources Group
Simmons First National Corporation
Pine Bluff, Arkansas


I hereby accept the allocation of _________ shares of the Class A $0.01 par value common stock of Simmons First National Corporation, allocated to me as under the Simmons First National Corporation Executive Retention Program ("Program") and the Simmons First National Corporation Executive Stock Incentive Plan - 2001 ("Plan").

I represent and agree that I am acquiring the restricted stock for investment and that I have no present intention to transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Program, the Plan and in compliance with applicable securities laws. I agree further that I am acquiring these shares in accordance with, and subject to, the terms of the program and the Plan, to all of which I hereby expressly assent.  These agreements will bind and inure to the benefit of my heirs, legal representatives, successors and assigns.

My address is:                      ______________________
______________________

My Social Security Number is: __________________________


Sincerely,


_______________________________________


Receipt of this instrument and the payment herein referred to is acknowledged this ______ day of ________________, _______.


SIMMONS FIRST NATIONAL CORPORATION


By______________________________________
Title:______________________________



EXHIBIT 10.5

SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE STOCK INCENTIVE PLAN – 2010
 
 
 
 
 
 
 
 

 

 
 
 
SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE STOCK INCENTIVE PLAN - 2010

ARTICLE I.   ADMINISTRATION AND ELIGIBILITY

Section 1.01. Purpose of the Plan . This Executive Stock Incentive Plan (the " Plan ") is intended as an incentive to employees of Simmons First National Corporation (" Company ") and its affiliates or subsidiaries. The purposes of the Plan are to retain employees with a high degree of training, experience and ability, to attract new employees whose services are considered unusually valuable, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company. The Plan authorizes the issuance of stock options which if so designated, will qualify as "incentive stock options" under the Internal Revenue Code of 1986, as amended (the " Internal Revenue Code "), non-qualified stock options which may be issued with or without coupled Stock Appreciation Rights (" SARs ") and Restricted Stock.
 
Section 1.02. Administration of the Plan. The Board of Directors of the Company (" Board ") will select qualified individuals as described in Section 1.03 to participate in the Plan. The Board shall have the power and authority to (i) determine the participants who will receive options, SARs or Restricted Stock at any time and the number of shares to be granted to each participant, (ii) determine the type, terms and conditions of the options, SARs or Restricted Stock granted pursuant to the terms of the Plan, (iii) interpret the provisions of the Plan and (iv) supervise the administration of the Plan. All decisions and selections made by the Board pursuant to the Plan shall be made by a majority of the members eligible to vote on matters affecting the Plan. The Board may from time to time refer matters involving the Plan to one or more committees of the Board for study, reports and recommendations to be made to the Board. All options, SARs and Restricted Stock shall be granted to the selected participants by resolution of the Board. Such grant shall be in the absolute discretion of the Board, and shall be final, without approval of the shareholders of the Company.
 
Section 1.03. Eligibility. Eligibility for participation in the Plan shall include only employees of the Company, its affiliates or subsidiaries (as defined in Section 424(f) of the Internal Revenue Code) who are executive, administrative, professional, or technical personnel and who have the principal responsibility (subject to the authority of the Board) for the management, direction and financial success of the Company. An employee who owns, directly or indirectly, stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock in the Company, its affiliates or subsidiaries shall not be eligible to receive incentive stock options under the Plan. The Directors of the Company who are not employees of the Company, its affiliates or subsidiaries, shall not be eligible to participate in the Plan by reason of their status as Directors, but Directors who are qualified employees shall be eligible to participate. An employee who has been granted options, SARs or Restricted Stock hereunder may thereafter be granted additional options, SARs or Restricted Stock at the discretion of the Board.
 
 
 
 
ARTICLE II.   SHARES SUBJECT TO THE PLAN

Subject to the adjustments as provided in Section 5.01 hereof, 500,000 shares of authorized but unissued Class A common stock of the Company shall be set aside and designated for issuance upon the exercise of options and the allocation of Restricted Stock under Plan. Options grants and allocations of Restricted Stock for any or all of the shares set aside may be granted at such time as the Board may determine, provided that in no event shall the sum of the number of shares underlying the grants of incentive stock options, non-qualified stock options and SARS granted to any individual participant in any single calendar year exceed 50,000 shares. Any such shares which remain unsold and are not subject to outstanding options at the termination of the Plan shall cease to be subject to the Plan, but until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements for exercises of options and allocations of Restricted Stock granted under the Plan. Should any option or Restricted Stock grant expire or be canceled prior to its exercise in full, or any Restricted Stock be forfeited, such shares shall again be subject to the terms of the Plan and options (and related SARs, if so specified) in respect of those shares may at the discretion of the Board again be granted to participants under the Plan.
 
ARTICLE III OPTIONS AND SARs
 
Section 3.01. Option Price. (a) The purchase price for each share under an option granted pursuant to the Plan shall be determined by the Board, but shall not be less than 100% of the fair market value of such shares on the date the option is granted.

(b) The aggregate fair market value (determined at the time the option is granted) of stock which may be acquired pursuant to incentive stock options that become exercisable by any participant for the first time during any calendar year (under all incentive stock option plans of the Company or as affiliates or subsidiaries thereof) shall not exceed $100,000.

(c) The fair market value of a share on a particular date shall be deemed to be (i) the closing price as reported by the National Association of Securities Dealers Automated Quotation System (" NASDAQ ") on the last preceding date upon which a sale or sales were reported to NASDAQ, or (ii) if the stock hereafter becomes listed on a stock exchange, the closing price per share of the stock on the principal national securities exchange upon which the stock is listed from time to time on the last preceding date on which a sale or sales were effected on such exchange. In the event that the above method for determining the fair market value of the shares shall not be applicable or shall not remain consistent with the provisions of the Internal Revenue Code or the regulations promulgated thereunder, then the fair market value per share shall be determined by such other method consistent with the Internal Revenue Code or regulations as the Board may in its discretion select and apply at the time of the grant of such option.

Section 3.02. Option Period . (a) Incentive stock options granted under this Plan shall terminate and be of no force and effect with respect to any shares not previously purchased by the

 
2
 
optionee upon the happening of the first of the following:

(i)  The expiration of ten (10) years from the date of granting such option, or

(ii) The expiration of twelve (12) months after the date of death or determination of disability of the optionee.

(iii)  The expiration of twelve (12) months after the retirement of an optionee as set forth in Section 3.04(b) below, or

(iv) The expiration of three (3) months after termination of the optionee's employment with the Company for any reason, with or without cause, other than due to death, disability or retirement.

The exercise of an option by a retiring participant more than three months immediately following retirement as permitted by (iii) above may result in the favorable tax benefits accorded to incentive stock options not being available to the participant and such being subject to the taxation as non-qualified options.

(b)  "Employment with the Company" as used in this Plan shall include employment with any affiliate or subsidiary of the Company and options granted under this Plan shall not be affected by an employee's transfer of employment from the Company to an affiliate or subsidiary, from an affiliate or subsidiary to the Company or between affiliates or subsidiaries.

Section 3.03.    Stock Appreciation Rights.   The Board may grant SARs to participants at the same time as such participants are awarded non-qualified options under the Plan. Such SARs shall be evidenced by agreements in such form as the Board shall from time to time approve. Such agreements shall comply with, and be subject to, the following terms and conditions:

(a)  The Board may, in its discretion, include in any SARs granted under the Plan a condition that the participant shall agree to remain in the employ of, and to render services to, the Company or any of its Subsidiaries for a period of time (specified in the agreement) from the date the SARs are granted. No such agreement shall impose upon the Company, or any of its subsidiaries, however, any obligation to employ the participant for any period of time.

(b)  Each SAR shall relate to a specific non-qualified option under the Plan, and shall be awarded to a participant concurrently with the grant of such option. The number of SARs granted to a participant, if any are granted, shall not exceed the number of shares that the participant is entitled to receive pursuant to the related non-qualified option.  The expiration date of each SAR shall be stated in the grant and may differ from the expiration date of the related non-qualified stock option.

(c)  Each SAR shall entitle a participant to the following amount of appreciation--the excess of the fair market value of a share of stock on the expiration date over the option price of the related non-qualified option. The total appreciation available to a participant from a SAR grant shall be

 
3
 
equal to the number of SARs multiplied by the amount of appreciation per SAR determined under the preceding sentence.  No SAR shall be subject to exercise or redemption prior to its expiration date.

(d)  The total appreciation available to a participant upon the expiration of the SAR shall be paid to the participant in cash, subject to all required withholdings and taxes.

(e)   The granting of a SAR in connection with the granting of a non-qualified option shall not further reduce the number of shares available under the Plan.  Adjustment to the number of shares in a SAR and the price per share pursuant to Section 5.01 below shall also be made to any SARs held by each participant. Any termination, amendment, or revision of the Plan pursuant to Section 5.04 below shall be deemed a termination, amendment, or revision of SAR to the same extent.

Section 3.04.   Option Terms and Exercise Procedures .  (a)  The Board in granting options hereunder shall have discretion to determine the terms on which options shall be exercisable, including such provisions as deemed advisable to permit qualification as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code, as the same may from time to time be amended. Specifically, the Board is authorized to grant incentive stock options which are exercisable in installments over any period not exceeding ten (10) years after date of the grant. Any incentive stock options outstanding under the Plan may be amended, if necessary, in order to retain such qualifications.

(b)  Any Option granted hereunder may be exercised solely by the optionee during his lifetime, or in the event of legal incapacity, by the optionee's legal representative, or after the death of the optionee, by the person or persons entitled thereto under the terms of the optionee's Will or the laws of descent and distribution.  In the event of the retirement of an optionee while in the employ of the Company at or beyond age 65, or any time after age 62, if the optionee has ten (10) or more years of employment with the company any unmatured installments of an option shall be accelerated as of the date of retirement and such option shall be exercisable in full within twelve months following the date of retirement. If the retiring participant does not exercise the options within three months next following retirement, the favorable tax benefits accorded to incentive stock options may be lost and the remaining options, while still exercisable for the remainder of the twelve month period, would be subject to the taxation as non-qualified options.  In the event of the death or disability of an optionee while in the employ of the Company, any unmatured installments of an option shall be accelerated as of the date of death or disability and such option shall be exercisable in full within twelve (12) months following the date of death, unless otherwise expressly provided in the option granted to such optionee.  In the event of termination of employment for any reason other than retirement, disability or death, if the Board fails to take action to approve acceleration of the then unmatured installments of any outstanding option, such option shall be exercisable by the optionee or the optionee's legal representative within three (3) months of the date of termination as to all then matured installments and all unmatured installments shall be forfeited. In no event may an incentive stock option be exercised more than ten (10) years after the date of its grant.

 
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(c)  Options may be exercised, whether in whole or in part, by written notification to the Company, accompanied by cash or Cashier's Check for the aggregate price of the number of shares being purchased, or upon exercising of an option the optionee may, with the approval of the Board, pay for the shares by tendering stock in the Company already owned by the optionee, with such stock being valued on the date of exercise by application of the method set out in Section 3.01(c) above. An optionee may, with approval of the Board, also pay for such shares with a combination of cash and stock of the Company.

(d)  In the event options covering more than $100,000 in value of stock which would otherwise qualify as incentive stock options, first become exercisable in a calendar year (under all incentive stock option plans of the Company, its affiliates or subsidiaries), the Board may designate the stock that is issued pursuant to an incentive stock option by issuing a separate stock certificate (or certificates) a number of shares not exceeding $100,000 in value of stock and identifying such certificate (or certificates) as incentive stock option stock in the Company's stock transfer records and the balance of the stock shall be treated as acquired pursuant to the exercise of a non-qualified option.

(e)   Options granted under the Plan, which are not incentive stock options, shall become exercisable at such time as the Board may, in its discretion, determine, which time may be different from those specified under this Section 3.04 for incentive stock options, provided that the foregoing terms applicable to incentive stock options shall also be applicable to non-qualified options unless and only to the extent that the instrument granting a non-qualified option contains contrary terms.

(f)   If a participant leaves employment with the Company and accepts employment within twelve (12) months after separation from the Company with a financial institution with business offices within the State of Arkansas, any unexercised options (and any related unexpired SARs) granted to the participant under the Plan shall be forfeited and any stock purchased within six (6) months prior to or any time following the termination of employment with the Company pursuant to the exercise of a non-qualified stock option granted hereunder shall be subject to the right of the Company to repurchase such stock at the price paid therefor by the participant for a period commencing on the date of the acceptance of employment by such other financial institution  and expiring one year thereafter.

(g)  Stock certificates to be issued or transferred pursuant to options granted under this Plan shall have noted thereon that same have been issued or transferred pursuant to an option granted under this Plan and are subject to the terms of any restrictions on transfer contained in the Plan.

Section 3.05.   Assignability.   Options (and any related SARs) granted under this Plan shall not be assignable or transferable by the optionee, otherwise than by Will or the laws of descent and distribution and shall be exercisable during the lifetime of the optionee only by the optionee or, in the event of legal incapacity, by the optionee's legal representative. Other than as permitted in the preceding sentence, no assignment, or transfer of an option (or any related SARs), or of the rights

 
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represented thereby, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest in the purported assignee or transferee, any interest or right therein whatsoever, but immediately upon any such purported assignment or transfer, or any attempt to make the same, such option (and any related SAR) shall terminate and become of no further effect

ARTICLE IV.   RESTRICTED STOCK

Section 4.01.   Restricted Stock.   Distributions of Restricted Stock, as the Board in its sole discretion shall determine, may be made from the authorized but unissued shares subject to this Plan.  All authorized and unissued shares issued as Restricted Stock in accordance with the Plan shall be fully paid and non-assessable shares and free from preemptive rights.

Section 4.02.   Allocation of Restricted Stock.   The Board may from time to time select those eligible participants as described in Section 1.03 for allocations of Restricted Stock.  In selecting those participants to whom it wishes to make allocations of Restricted Stock and in determining the number of Restricted Stock it wishes to allocate, the Board shall consider the position and responsibilities of such participant, the value of the participant's services to the Company, its affiliates and subsidiaries and such other factors as the Board deems pertinent.  Allocation shall be made by a duly adopted resolution of the Board setting forth the participant, number of shares of restricted Stock and such other terms and conditions as the Board deems appropriate.  The date of such action by the Board shall be the "date of allocation," as that term is used in this Plan.

Section 4.03.   Notice of Allocations .   When an allocation is made, the Board shall advise the Recipient and the Company thereof by delivery of written notice thereof in such form of as the Company may from time to time specify.

Section 4.04. Payment Required of Participants. (a)  Within 30 days after receipt of the notice of allocation, the participant shall, if he or she desires to accept the allocation, denote in writing the acceptance of the allocation to the Manager of the Human Resources Group of the Company.

(b)  The Company may require that, in acquiring any Restricted Stock, the participant agree with, and represent to, the Company that the participant is acquiring the Restricted Stock for the purpose of investment and with no present intent to transfer, sell, or otherwise dispose of such shares except for such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any participant. Such shares shall be transferable thereafter only if the proposed transfer is permitted under the Plan and if, in the opinion of counsel (who shall be satisfactory to the Company), such transfer at such time complies with applicable securities laws.

(c)  Concurrently with the acceptance of the Restricted Stock pursuant to Section 4.04(a), the participant shall deliver to the Company, in duplicate, an agreement in writing, signed by the participant, in form and substance as set forth in Exhibit A, below, and the Company will promptly acknowledge its receipt thereof. The date of such delivery and receipt shall be deemed the "Date of

 
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Issuance," as that phrase is used in this Plan, of the Restricted Stock to which the shares relate. The failure to accept the allocation and make such delivery within 30 days after the date of allocation shall terminate the allocation of such shares to the participant.

Section 4.05. Restrictions.   (a)  The shares of Restricted Stock, after acceptance and the making of the representations required by Section 4.04, will be promptly issued or transferred and a certificate or certificates for such shares shall be issued in the participant's name. The participant shall thereupon be a shareholder of all the shares represented by the certificate or certificates. As such, the participant will have all the rights of a shareholder with respect to such shares, including the right to vote them and to receive all dividends and other distributions (subject to Section 4.05(b)) paid with respect to them, provided, however, that the shares shall be subject to the restrictions in Section 3.05(d). Stock certificates representing Restricted Stock will be imprinted with a legend stating that the shares represented thereby may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of except in accordance with the terms of the allocation and the Plan, and the transfer agent for the Common Stock shall be instructed to like effect in respect of such shares. In aid of such restrictions, the participant shall, if requested by the Board, immediately upon receipt of the certificate(s) therefor, deposit such certificate(s) together with a stock power or other instrument of transfer, appropriately endorsed in blank, with an escrow agent designated by the Board, under a deposit agreement containing such terms and conditions as the Board shall approve, the expenses of such escrow to be borne by the Company.

(b)  Stock Splits, Dividends, etc. If, due to a stock split, stock dividend, combination of shares, or any other change or exchange for other securities by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the participant, as the owner of Restricted Stock subject to restrictions hereunder, shall be entitled to new, additional, or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new, additional, or different shares or securities, together with a stock power or other instrument of transfer appropriately endorsed, also shall be imprinted with a legend as provided in Section 4.05(a) and deposited by the participant under the above-mentioned deposit agreement, if so requested by the Board. When the event(s) described in the preceding sentence occur, all Plan provisions relating to restrictions and lapse of restrictions will apply to such new, additional, or different shares or securities to the extent applicable to the shares with respect to which they were distributed, provided, however, that if the participant shall receive rights, warrants or fractional interests in respect of any of such Restricted Stock, such rights or warrants may be held, exercised, sold or otherwise disposed of, and such fractional interests may be settled, by the participant free and clear of the restrictions hereafter set forth.

(c)  Restricted Period. The term "Restricted Period" with respect to shares of Restricted Stock means any period during which the participant is not vested in such shares pursuant to the vesting schedule set forth in the share allocation.   After a participant becomes vested in shares of Restricted Stock pursuant to the vesting schedule, the Restricted Period for such shares terminates and the restrictions hereunder shall lapse.

 
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(d)  Restrictions on the Restricted Stock. The restrictions to which Restricted Stock shall be subject are:

(i) During the Restricted Period applicable to such shares and except as otherwise specifically provided in Article IV of the Plan, none of such shares shall be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of unless such shares are first, by written notice, offered to the Company for repurchase at $1.00 per share, with appropriate adjustment for any change in the Restricted Stock of the nature described in Section 4.05(b) and the Company shall not within 30 days following such offer have so repurchased the shares and made payment in full therefor. Unless such repurchase is otherwise prohibited by the laws of the State of Arkansas currently in effect at the time of an offer of Restricted Stock to the Company for repurchase pursuant to the terms of this Plan, the Company shall repurchase said shares and make payment in full therefor within thirty (30) days following such offer.

(ii) If a participant's employment is terminated for any reason, other than as described in Section 4.05(d)(iii) below, before the Restricted Period ends, the Company shall so notify the escrow agent, if any, appointed under Section 4.05(a). Such termination shall be deemed an offer to the Company as described in Section 4.05(d)(i) as to such number of shares as to which the participant is then not vested pursuant to the vesting schedule set forth in the share allocation.

(iii) If a participant's employment is terminated by reason of death, disability or retirement (at or beyond age 65, or any time after age 62, if the participant has ten (10) or more years of employment with the Company), at any time during the Restricted Period, the Company shall so notify the escrow agent, if any, appointed under Section 4.05(a). Such termination shall cause all Restricted Stock to be fully vested immediately and shall be an immediate termination of all restrictions on the Restricted Stock under Section 4.05, regardless of the terms of the share allocation.

(e)  The restriction set forth in Section 4.05(d) hereof, with respect to the Restricted Stock to which such Restricted Period was applicable, will lapse as to any shares which the Company shall fail to purchase when offered, pursuant to Section 4.05(d)(i).

(f)  All notices in writing required pursuant to this Section 4.05 will be sufficient only if actually delivered or if sent via registered or certified mail, postage prepaid, to the Company, attention Chief Financial Officer, and escrow agent, if any, at its principal corporate office and will be conclusively deemed given on the date of delivery, if delivered or on the first business day following the date of such mailing, if mailed.

Section 4.06. Limitation on Assignment or Transfer.   Participants receiving allocations will have no rights in respect thereof other than those set forth in the Plan. Except as provided in Sections 4.04(b) or 4.05(e), such rights may not be assigned or transferred except by will or by the laws of descent and distribution. If any attempt is made to sell, exchange, transfer, pledge, hypothecate, or otherwise dispose of any Restricted Stock in which the participant is not vested and subject to

 
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restrictions which have not yet lapsed, the shares that are the subject of such attempted disposition will be deemed offered to the Company for repurchase, and the Company will repurchase them, as described in Section 4.05(d)(i). Before issuance of Restricted Stock, no such shares will be earmarked for the participants' accounts nor will such participant have any rights as stockholders with respect to such shares.

ARTICLE V. GENERAL TERMS

Section 5.01.   Reorganizations and Recapitalization of the Company .  (a)  The existence of the Plan and any options, SARs or Restricted Stock granted or allocated hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preferred stocks ahead of or affecting the common stock or the rights thereof, or the dissolution or the liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any corporate act or proceeding, whether of a similar character or otherwise.

(b)  The shares with respect to which Restricted Stock may be allocated and options and SARs may be granted hereunder are shares of the common stock of the Company as presently constituted, but if and whenever, prior to the delivery by the Company of all of the Restricted Stock or the shares of common stock which are subject to options or SARs granted hereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustments, the payments of a stock dividend or other increase or reduction in the number of shares of the common stock outstanding without receiving compensation therefor in money, services or property, the number of shares of common stock set aside for Restricted Stock, options and SAR's under Article II of  the Plan, the number of shares of Restricted Stock allocated to but not yet purchased by any participant and the number of shares of common stock with respect to which options and SARs previously granted hereunder may thereafter be exercised shall (i) in the event of an increase in the number of shares, be proportionately increased, and the option price (if applicable) per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the option price (if applicable) per share shall be proportionately increased.

(c)  If the Company is reorganized, merged, consolidated, or sells or otherwise disposes of substantially all of its assets to another corporation or if at least a majority of the outstanding common stock of the Company is acquired by another corporation (in exchange for stock or other securities of such other corporation) while unexercised options or SARs remain outstanding under the Plan, there shall be substituted for the shares subject to the unexercised installments of such outstanding options and SARs an appropriate number of shares, if any, of each class of stock or other securities of the reorganized, merged, consolidated, or acquiring securities of the reorganized, merged, consolidated, or acquiring corporation which were distributed or issued to the shareholders of the Company in respect of such shares. In the case of any reorganization, merger or consolidation wherein the Company is not the surviving corporation, or any sale or distribution of substantially all

 
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of the assets of the Company to another corporation or the acquisition of at least a majority of the outstanding common stock of the Company by another corporation in exchange for stock or other securities of such other corporations, then (i) all Restricted Stock shall immediately be fully vested and all restrictions thereon shall lapse, and (ii) all options and SARs granted under the Plan shall become immediately vested without regard to the terms of any installment provisions set forth in such option or SAR.

(d)  In the event there shall be any change of the number, or kind of issued shares under any option or SAR, or of any stock or other securities into which such stock shall have been changed, or for which it shall have been exchanged, then if the Board shall, in its sole discretion, determine such changes equitably require an adjustment in the number or kind of shares under the option or SAR, such adjustment shall be made by the Board and shall be effective and binding for all purposes of the Plan.

Section 5.02.   Registration and Listing.   The Company from time to time shall take such steps as may be necessary to cause the issuance of Restricted Stock and shares upon the exercise of options or SARs granted under the Plan to be registered under the Securities Act of 1933, as amended, and such other Federal or State Securities laws as may be applicable. The timing of such registration shall be at the sole discretion of the Company. Until such shares are registered, they shall bear a legend restricting the sale of such securities. Subject to the restrictions contained in the Plan, the Company shall also from time to time take such steps as may be necessary to list the Restricted Stock and the shares issuable upon exercise of options or SARs granted under the Plan for trading on the same basis which the Company's then outstanding shares are admitted to trading on any public market.

Section 5.03.   Effective Date of Plan .  This Plan shall become effective on the later of the date of its adoption by the Board of Directors of the Company or its approval by the vote of the holders of the outstanding shares of the Company's Class A Common Stock. This Plan shall not become effective unless such shareholder approval shall be obtained within twelve (12) months before or after the adoption of the Plan by the Board.  No Incentive stock options may be granted under this plan after the tenth anniversary of the adoption of the Plan by the Board of Directors of the Company.

Section 5.04.   Amendments or Termination .  The Board may amend, alter or discontinue the Plan, but no amendment or alteration shall be made without the approval of the shareholders which would:

(a)  Materially increase the benefits accruing to participants under the Plan; or

(b)  Increase the number of securities which may be issued under the Plan; or

(c)  Modify the requirements as to eligibility for participants in the Plan.

 
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No amendment, alteration or discontinuation of the Plan shall adversely affect any Restricted Stock, options or SARs allocated or granted prior to the time of such amendment, alteration or discontinuation.

Section 5.05.   Government Regulations .  Notwithstanding any provisions hereof, the obligation of the Company to sell and deliver Restricted Stock or shares under any option or SAR shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required, and the participant shall agree that he will not purchase any Restricted Stock or exercise any option or SAR granted hereunder, and that the Company will not be obligated to issue any shares hereunder, if the purchase or exercise thereof or if the issuance of such shares shall constitute a violation by the participant or the Company of any applicable law or regulation.


 
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EXHIBIT A


Chief Financial Officer
Simmons First National Corporation
Pine Bluff, Arkansas


I hereby accept the allocation of _________ shares of the Class A $0.01 par value common stock of Simmons First National Corporation, allocated to me as Restricted Stock under the Simmons First National Corporation Executive Stock Incentive Plan-2010 ("Plan").  Upon receipt of the certificates evidencing the Restricted Stock, I will deposit them, if so directed by action of the Board, together with a stock power duly endorsed in blank with an escrow agent appointed pursuant to Section 4.05 of the Plan.

I represent and agree that I am acquiring the Restricted Stock for investment and that I have no present intention to transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Plan and in compliance with applicable securities laws. I agree further that I am acquiring these shares in accordance with, and subject to, the terms of the Plan, to all of which I hereby expressly assent.  These agreements will bind and inure to the benefit of my heirs, legal representatives, successors and assigns.

My address is:                      ______________________
______________________

My Social Security Number is: __________________________


Sincerely,


_______________________________________


Receipt of this instrument and the payment herein referred to is acknowledged this ______ day of ________________, _______.


SIMMONS FIRST NATIONAL CORPORATION


By______________________________________
Title:______________________________