Exhibit 10.3


 


DEFERRED 


COMPENSATION AGREEMENT


 


THIS AGREEMENT made and entered
into by and between Simmons First National Corporation ("Employer") and James M. Brogdon ("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 Employer as defined in Treasury Regulation 1.409A-3(i)(5) or any subsequently applicable
Treasury Regulation.


 


Designated Beneficiary - Employee may designate
a beneficiary on a form supplied by the Employer (attached hereto as Exhibit A) and, may change or revoke that designation by filing written
notice with the Employer. In the absence of a designation, Employee will be deemed to have designated the following beneficiaries (if
then living) in the following order: (1) his or her spouse, (2) his or her children in equal shares, and (3) his or her estate.


 


Disability - shall
mean the Employee (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 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 Employee’s base salary for the last five (5) consecutive, completed calendar years of service. All
discretionary bonuses, payments under incentive programs or plans, stock options, restricted stock or other equity compensation grants,
programs or plans shall not be included in the computation of Final Average Compensation.


 


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 Internal Revenue Code (“IRC”) Section 416(i) without regard to IRC Section 416(i)(5)) of
the Employer (and all persons with whom the Employer would be considered a single employer under IRC Section 414(b) or 414(c)) 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 IRC 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 60,
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:


 



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	 	i.	Employee's
Separation from Service at or after age 60 ("Normal Retirement"),
	 	 	 
		ii.	Employee's Disability prior to age 60 while still in the employ of Employer, or
	 	 	 
	 	iii.	Employee's
death prior to age 60 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 Normal Retirement, Employee is a Specified Employee, then notwithstanding
any provision 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 Normal Retirement 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.


 


6. Consultation and
Advice. Employee agrees that, following Separation from Service 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:


 



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(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 60 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 region served by Simmons Bank which, in the sole determination
of the Board of Directors of Employer, shall be in competition with the business of Simmons Bank.


 


8. Administration.
This Agreement shall be administered by the Compensation Committee of the Board of Directors of Employer, which Committee shall have all
rights and powers, including the interpretation or construction of this Agreement, 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.


 


12. IRC Section 409A.
The intent of the parties is that the payments and benefits under this Agreement comply with IRC Section 409A, as amended, and the regulations
and guidance promulgated thereunder, to the extent subject thereto, or an exemption, and accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance therewith. Severance benefits under this Agreement are intended
to be exempt from IRC Section 409A under the “separation pay exception” to the maximum extent possible. Any payments that
qualify for the “short-term deferral” exception or another exception under IRC Section 409A will be paid under the applicable
exception. Payments may only be made under this Agreement upon an event and in a manner permitted by IRC Section 409A to the extent applicable,
including the requirement, if applicable, that payments upon Separation from Service be delayed for six months if the Employee is considered
a “key employee” of a public company for purposes of IRC Section 409A. Payments to be made upon a termination of employment
under this Agreement may only be made upon a “separation from service” under IRC Section 409A. For purposes of IRC Section
409A, the right to a series of installment payments under the Agreement will be treated as a right to a series of separate payments. In
no event may the Employee, directly or indirectly, designate the calendar year of payment.


 



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IN WITNESS WHEREOF, the parties
have executed this instrument this 30th day of July, 2021.


 


 


 


	 	SIMMONS FIRST NATIONAL CORPORATION
	 	 
	 	 
	 	By /s/ Bob Fehlman                         
	 	 
	 	Title: President and COO                
	 	 
	 	 
	 	/s/ James M. Brogdon                     
	 	James M. Brogdon




 


 


 


 


 


 


 


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