Exhibit 10.3


 





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 Senior Executive Vice President, and by Simmons Bank as Chairman, President and Chief Executive
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 twenty (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 no 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, (c) is determined to be totally disabled by the Social Security Administration or (d) 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 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.


 



    	 	1	 



     


    




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 69, 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 69 (“Normal Retirement”),



		(ii)	Employee’s disability prior to age 69 while still in the employ of Employer, or



		(iii)	Employee’s death prior to age 69 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.


 



    	 	2	 



     


    




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 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 7th month next following the event giving rise to the commencement of the payments. All payments due on any date
more than sic (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 69 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 Compensation 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.


 



    	 	3	 



     


    




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 _22nd_ day of _January_____, 2018.


 


 






	 	SIMMONS FIRST NATIONAL CORPORATION
	 	 	 
	 	By 	/s/ Jena Compton
	 	 	 




	 	Title:	EVP, Chief People Officer
	 	 	 



 


 


	 	 	/s/ Marty D. Casteel
	 	 	Marty D. Casteel









 


 


 


 


 




4