EXHIBIT 10.1


 


TERMINATION AGREEMENT 


 


AMONG


 


FEDERAL DEPOSIT INSURANCE CORPORATION AS


RECEIVER OF SOUTHWEST COMMUNITY BANK


SPRINGFIELD, MISSOURI


 


FEDERAL DEPOSIT INSURANCE CORPORATION AS


RECEIVER OF SECURITY SAVINGS BANK F.S.B.


OLATHE, KANSAS


 


FEDERAL DEPOSIT INSURANCE CORPORATION AS


RECEIVER OF TRUMAN BANK


ST. LOUIS, MISSOURI


 


FEDERAL DEPOSIT INSURANCE CORPORATION AS


RECEIVER OF EXCEL BANK


SEDALIA, MISSOURI


 


 


FEDERAL DEPOSIT INSURANCE CORPORATION


 


and


 


SIMMONS FIRST NATIONAL BANK


PINE BLUFF, ARKANSAS


 


DATED AS OF


 


SEPTEMBER 15, 2015


 


 



     


     

    







 


TERMINATION AGREEMENT


 


 


THIS TERMINATION AGREEMENT (the “Agreement”) is made
and entered into as of the 15th day of September, 2015, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER
OF SOUTHWEST COMMUNITY BANK, SECURITY SAVINGS BANK F.S.B., TRUMAN BANK, and EXCEL BANK (the “Receiver”), SIMMONS
FIRST NATIONAL BANK, organized under the laws of the United States of America and having its principal place of business in
PINE BLUFF, ARKANSAS (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized
under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity
(the “Corporation”).


 


RECITALS


 


A.On May 14, 2010 the Receiver, the Assuming Institution and the Corporation entered
into a Purchase and Assumption Agreement (the “SCB P&A Agreement”) with respect to certain assets and liabilities
of Southwest Community Bank (the “Failed Bank”). In conjunction with the SCB P&A Agreement , the Receiver, the
Assuming Institution and the Corporation entered into single family (“SFSLA”)and commercial (“CSLA”) shared-loss
agreements (together the “SCB Shared-Loss Agreements”).


 


B.On October 15, 2010 the Receiver, the Assuming Institution and the Corporation
entered into a Purchase and Assumption Agreement (the “SSB P&A Agreement”) with respect to certain assets and liabilities
of Security Savings Bank (the “Failed Bank”). In conjunction with the SSB P&A Agreement, the Receiver, the Assuming
Institution and the Corporation entered into a SFSLA and a CSLA (together the “SSB Shared-Loss Agreements”).


 


C. On September 14, 2012 the Receiver, the Assuming Institution and the Corporation
entered into a Purchase and Assumption Agreement (the “TB P&A Agreement”) with respect to certain assets and liabilities
of Truman Bank (the “Failed Bank”). In conjunction with the TB P&A Agreement, the Receiver, the Assuming Institution
and the Corporation entered into a CSLA (the “TB Shared-Loss Agreement”).


 


D.On October 19, 2012 the Receiver, the Assuming Institution and the Corporation
entered into a Purchase and Assumption Agreement (the “EB P&A Agreement”) with respect to certain assets and liabilities
of Excel Bank (the “Failed Bank”). In conjunction with the EB P&A Agreement, the Receiver, the Assuming Institution
and the Corporation entered into a CSLA (the “EB Shared-Loss Agreement”).


 


E.The Receiver, the Assuming Institution and the Corporation desire to terminate
the SCB Shared-Loss Agreements, the SSB Shared-Loss Agreements, the TB Shared-Loss Agreement and the EB Shared-Loss Agreement (collectively,
the “Shared-Loss Agreements”).


 



    	2



     

    




 


NOW, THEREFORE, in consideration of the mutual promises herein
set forth and other valuable consideration, the parties hereto agree as follows:


 


ARTICLE I


CLOSING


 


Except as noted below in Section 2.1 and subject to the satisfaction,
or waiver in writing, of the conditions precedent set forth in Article III, the transactions contemplated by this Agreement shall
be consummated at a closing (the "Closing") to be held in person or by electronic means, as the Receiver shall direct,
on September 15, 2015, or such earlier or later date, or in such other manner, as the parties hereto may agree in writing (the
"Closing Date").


 


 


ARTICLE II


PAYMENTS AND TERMINATION


 


2.1Payment of Termination Amount. Within two
Business Days after the Closing Date, subject to the satisfaction or waiver in writing of the conditions precedent set forth
herein, the Receiver shall pay or cause to be paid to the Assuming Institution by wire transfer in immediately available
funds, Two Million Three Hundred Sixty Seven Five Hundred Thirty-Nine Dollars ($2,367,539) (the "Termination
Amount"). The Assuming Institution and the Receiver hereby acknowledge that the amount of shared-loss claims filed by
the Assuming Institution under the Shared-Loss Agreements but not yet paid by the Receiver were accounted for in the
calculation of the Termination Amount.


 


2.2Termination of the SFSLA and the CSLA. Upon the
occurrence of the Closing and subsequent payment of the Termination Amount, all rights and obligations of the parties to make and
receive payments pursuant to the Shared-Loss Agreements and all rights and obligations of the parties thereto, shall terminate
effective as of the Closing Date.


 


2.3
    Legal Action; Utilization of Special Receivership Powers. As of the Closing Date, the Assuming
Institution’s right, under Section 3.5 of the SFSLA and Section 3.6 of the CSLA of the SCB and SSB Shared-Loss Agreements
and Section 3.4 of the TB and EB Shared-Loss Agreements, to request to utilize any special legal power or right which the Assuming
Institution derived as a result of having acquired an asset from the Receiver shall terminate; provided, however, any prior requests
to utilize such special legal powers or rights that were granted by the Receiver shall not be affected hereby, and the Assuming
Institution may continue to use such special legal rights or powers in the litigation in which the permission to use those special
legal powers or rights was given. Notwithstanding the foregoing, the Assuming Institution shall continue to have all rights and
remedies available to it under applicable state and federal laws, which shall not be limited or altered by this Agreement.


 






    	3



     

    

ARTICLE III 


CONDITIONS PRECEDENT


 


The obligations of the parties to this Agreement are subject to the Receiver
and the Corporation having received at or before the Closing Date evidence reasonably satisfactory to each of any necessary approval,
waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party,
with respect to this Agreement and the transactions contemplated hereby, and any agreements, documents, matters or proceedings
contemplated hereby or thereby.


 


 


ARTICLE IV


MISCELLANEOUS


 


4.1 No Third Party Beneficiary. Nothing expressed or referred to in
this Agreement is intended or shall be construed to give any Person other than the Receiver, the Corporation and the Assuming Institution
(and their respective successors and assigns) any legal or equitable right, remedy or claim under or with respect to this Agreement
or any provisions contained herein, it being the intention of the parties hereto that this Agreement, the obligations and statements
of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver,
the Corporation and the Assuming Institution and that there be no other third party beneficiaries.  


 


4.2 Rights Cumulative. Except as otherwise expressly provided herein,
the rights of each of the parties under this Agreement are cumulative, may be exercised as often as any party considers appropriate
and are in addition to each such party’s rights under this Agreement, any of the agreements related thereto or under applicable
law. Any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights,
shall not operate as a waiver or variation of that or any other such right, unless expressly otherwise provided.


 


4.3Entire Agreement. This Agreement embodies the entire agreement of
the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written,
between the parties.


 


4.4 Counterparts. This Agreement may be executed in any number of counterparts
and by the duly authorized representative of a different party hereto on separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.


 


4.5 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE
ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK WAS LOCATED.


 


4.6 Successors. All terms and conditions of this Agreement shall be
binding on the successors and assigns of the Receiver, the Corporation and the Assuming Institution.


 






    	4



     

    

4.7 Modification. No amendment or other modification, rescission or
release of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized
representatives of the parties hereto.


 


4.8 Manner of Payment. All payments due under this Agreement shall
be in lawful money of the United States of America in immediately available funds as each party hereto may specify to the other
parties; provided that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of
$25,000.00 or less, such payment may be made by check.


 


4.9 Waiver. Each of the Receiver, the Corporation and the Assuming
Institution may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing;
and further provided that no failure or delay on the part of the Receiver, the Corporation or the Assuming Institution to exercise
any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of
any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other
right, power or privilege by the Receiver, the Corporation, or the Assuming Institution under this Agreement, nor will any such
waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.


 


4.10 Severability. If any provision of this Agreement is declared invalid
or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and
effect and shall be binding upon the parties hereto.


 


4.11 Survival of Covenants. The covenants, representations,
and warranties in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated
hereunder.


 


4.12 Capitalized Terms. Capitalized terms not otherwise
defined herein shall have the meanings given such terms in the P&A Agreement, the SFSLA or the CSLA, as applicable.


 


[Signature Page Follows]


 


 


 



    	5



     

    







IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by
themselves or their respective officers, as the case may be, as of the day and year first above written.


 





	 	 	SIMMONS FIRST NATIONAL BANK
	 	 	 
	 	 	BY: /s/ Marty D. Casteel
	 	 	NAME:  Marty D. Casteel
	 	 	TITLE:  Chairman, President & Chief Executive Officer
	 	 	 
	Attest:	 	 
	 	 	 
	/s/ J. Burton Hicks________	 	 
	J. Burton Hicks, Secretary	 	 
	 	 	 
	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF SOUTHWEST COMMUNITY BANK



	 	 	 
	 	 	BY: /s/ Philip G. Mangano
	 	 	NAME:  Philip G. Mangano
	 	 	TITLE:  Assistant Director
	 	 	 
	Attest:	 	 
	 	 	 
	/s/ Robert N. Stoner	 	 
	Robert N. Stoner, Manager	 	 
	 	 	 
	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF SECURITY SAVINGS BANK F.S.B.



	 	 	 
	 	 	BY: /s/ Philip G. Mangano
	 	 	NAME:  Philip G. Mangano
	 	 	TITLE:  Assistant Director
	 	 	 
	Attest:	 	 
	/s/ Robert N. Stoner	 	 
	Robert N. Stoner, Manager	 	 









 





 



    	6



     

    




 





	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF TRUMAN BANK


	 	 	 
	 	 	BY: /s/ Philip G. Mangano
	 	 	NAME:  Philip G. Mangano
	 	 	TITLE:  Assistant Director
	 	 	 
	Attest:	 	 
	 	 	 
	/s/ Robert N. Stoner	 	 
	Robert N. Stoner, Manager	 	 
	 	 	 
	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF EXCEL BANK
	 	 	 
	 	 	BY: /s/ Philip G. Mangano
	 	 	NAME:  Philip G. Mangano
	 	 	TITLE:  Assistant Director
	 	 	 
	Attest:	 	 
	 	 	 
	/s/ Robert N. Stoner	 	 
	Robert N. Stoner, Manager	 	 
	 	 	 
	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION




	 	 	 
	 	 	BY: /s/ Sharon L. Yore
	 	 	NAME:  Sharon L. Yore
	 	 	TITLE:  Assistant Director
	 	 	 
	Attest:	 	 
	/s/ Robert N. Stoner	 	 
	Robert N. Stoner, Manager	 	 








 


 


 


 


7