exv10w1






Exhibit 10.1




Form of Lock-Up Agreement




November 10, 2009




Stephens Inc.

111 Center Street

Little Rock, Arkansas 72201




     Re:       Proposed Public Offering by Simmons First National Corporation.



     The undersigned, an executive officer, director and/or stockholder of Simmons First National
Corporation, an Arkansas corporation, or one of its subsidiaries (collectively, the “Company”),
understands that Stephens Inc., as representative (the “Representative”) of the several
underwriters (the “Underwriters”) named in the Underwriting Agreement (the “Underwriting
Agreement”) with the Company providing for the public offering of shares (the “Shares”) of the
Company’s Class A Common Stock, $0.01 par value per share (the “Common Stock”). In recognition of
the benefit that such an offering will confer upon the undersigned as an executive officer,
director and/or stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the
Representative that, during a period of 90 days from the date of the Underwriting Agreement, the
undersigned will not, without the prior written consent of the Representative, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the
power of disposition, or file any registration statement under the Securities Act of 1933, as
amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or
any transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled
by delivery of Common Stock or other securities, in cash or otherwise. If either (i) during the
period that begins on the date that is 15 calendar days plus three (3) business days before the
last day of the 90-day restricted period and ends on the last day of the 90-day restricted period,
the Company issues an earnings release or material news or a material event relating to the Company
occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that
it will release earnings results during the 16-day period beginning on the last day of the 90-day
restricted period, the restrictions set forth herein will continue to apply until the expiration of
the date that is 15 calendar days plus three (3) business days after the date on which the earnings
release is issued or the material news or event related to the Company occurs.



     The Company agrees that it shall promptly notify the Representative of any earnings releases,
news or events that may give rise to an extension of the initial restricted period.



     Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Common
Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in
writing by the restrictions set forth herein, (ii) to any trust or family limited partnership for
the direct or indirect benefit of the undersigned or the immediate family of the undersigned,
provided that the trustee of the trust or general partner of the family limited partnership, as the
case may be, agrees to be bound by the restrictions set forth herein, and provided further that any
such transfer shall not involve a disposition



 









 







for value, (iii) pledged in a bona fide transaction outstanding as of the date hereof to a lender
to the undersigned, as disclosed in writing to the Representative, (iv) pursuant to the exercise by
the undersigned of stock options that have been granted by the Company prior to, and are
outstanding as of, the date of the Underwriting Agreement, where the Common Stock received upon any
such exercise is held by the undersigned, individually or as fiduciary, in accordance with the
terms of this Lock-Up Agreement, (v) pursuant to Rule 10b5-1 plans of the undersigned in effect as
of the date of the Underwriting Agreement, or (vi) with the prior written consent of the
Representative. For purposes of this Lock-Up Agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.



     The undersigned also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the undersigned’s Common Stock,
except in compliance with this Lock-Up Agreement. In furtherance of the foregoing, the Company and
its transfer agent are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up Agreement.



     The undersigned represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Agreement. The undersigned agrees that the provisions of this Lock-Up
Agreement shall be binding also upon the successors, assigns, heirs and personal representatives of
the undersigned.



     The undersigned understands that, if the Underwriting Agreement does not become effective, or
if the Underwriting Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement.
Notwithstanding anything herein to the contrary, this Lock-up Agreement shall automatically
terminate and be of no further effect as of 5:00 p.m. Central Standard Time on February 8, 2010 if
a closing for the offering of the Shares has not yet occurred as of that time.



     This Lock-up Agreement shall be governed by and construed in accordance with the laws of the
State of Arkansas.



Very truly yours,




Signature:                                                             




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