Exhibit 10.1


 





SECOND  AMENDED AND RESTATED SIMMONS  FIRST  NATIONAL   CORPORATION  2015  INCENTIVE PLAN



    	 



    	 



    



 TABLE OF CONTENTS ARTICLE  1 .   INTRODUCTION  .................................................................................................. 1 1.1. Purpose  of the Plan. ........................................................................................................ 1 1.2. Nature of Awards. ........................................................................................................... 1 1.3. Effective Date and Term  of  Plan.  ................................................................................... 1 ARTICLE  2 .  DEFINITIONS AND CONSTRUCTION  .............................................................. 2  2.1. Definitions.................................................................................................................. ... ..  2 2.2. Construction. ................................................................................................................... 5 ARTICLE  3 .   ELIGIBILITY  ......................................................................................................... 6 3.1. In  General...................................................................................................................... .. 6 ARTICLE  4 .  ADMINISTRATION OF  THE PLAN.................................................................... 7  4.1. In  General...................................................................................................................... .. 7 4.2. Delegation  to  Committees and  Officers.......................................................................... 7 ARTICLE  5 .  STOCK  SUBJECT  TO THE PLAN  ....................................................................... 9  5.1. Number  of  Shares.  .......................................................................................................... 9 5.2. Substitute Awards. .......................................................................................................... 9 ARTICLE  6 .  TYPES  OF AWARDS .......................................................................................... 10 6.1. Stock Options.............................................................................................................. .. 10 6.2. Stock  Appreciation  Rights. ........................................................................................... 13 6.3. Restricted  Stock. ........................................................................................................... 13 6.4. Restricted  Stock Units................................................................................................... 14 6.5. Performance Shares.  ..................................................................................................... 14 6.6. Other Stock - Based  Awards........................................................................................... 15 6.7. Cash Awards.  ................................................................................................................ 15 6.8. Performance - Based  Awards.......................................................................................... 15 ARTICLE  7 .  ADJUSTMENTS .................................................................................................. 18 7.1. Changes  in Capitalization. ............................................................................................ 18 7.2. Change in Control. ........................................................................................................ 18 ARTICLE  8 . GENERAL  PROVISIONS APPLICABLE TO  ALL AWARDS......................... 20  8.1. Transferability  of  Awards. ............................................................................................ 20 8.2. Termination  of Status.................................................................................................... 20 8.3. Withholding.  ................................................................................................................. 20 8.4. Conditions on  Delivery  of  Stock................................................................................... 21 8.5. Acceleration.  ................................................................................................................. 21 Second  Amended and Restated  S FNC  2015 Incentive Plan Table of Contents



    	 



    	 



    



ARTICLE  9 .   MISCELLANEOUS  ............................................................................................. 22 9.1. No Right  to  Employment  or  Other Status. .................................................................... 22 9.2. No Rights as  Stockholder.............................................................................................. 22 9.3. Amendment.................................................................................................................. . 22 9.4. Compliance with Code Section  409A. .......................................................................... 23 9.5. Governing Law.  ............................................................................................................ 23 9.6. Clawback Rights.  .......................................................................................................... 23 Second  Amended and Restated  S FNC  2015 Incentive Plan Table of Contents



    	 



    	 



    



ARTICLE 1. INTRODUCTION 1. Purpose of  the Plan. The  Plan  is  intended to enhance the Company’s ability to attract,  retain and   motivate its employees, officers, directors, consultants,  and  advisors,  and  to provide   them  with  equity ownership opportunities and performance - based incentives that   are intended to align their  interests  with those  of  the Company’s stockholders. 2. Nature  of Awards. The  Plan permits the grant  of  Stock Options, Stock Appreciation Rights, shares  of   Restricted Stock, Restricted Stock Units, Performance Shares,  and any other  form   of award based on  the  value (or  the increase  in  value)  of  shares  of  the common stock   of  the Company.  The Plan also  permits  cash  incentive awards. Subject  to Section  8.5 ,  Participants shall  vest in  their Awards granted under the Plan to the extent   certain conditions  set  forth  in  their Award Certificate are met. Vesting criteria may include the passage  of  time (generally full vesting will  not   occur  until  three years  or  more from  the date of grant) or  the attainment  of   individual and/or Company performance  objectives, or a  combination  of  both.  No   time - based stock option granted under the  Plan  may  vest  prior to the expiration  of   at  least  one year  from the date  of grant.  Except  as  otherwise provided  by  the Plan,   each Award  may be  made  alone, in  addition  or in  relation  to, or in  tandem with  any   other  Award.  The  terms  of  each Award  need not be  identical, and the   Administrator  need not  treat Participants uniformly. 3. Effective Date and  Term  of Plan. The Plan  was originally  effective  as  of  July 1,  2015 .  The Second Amended and   Restated Plan is effective as of July 1, 2020.  No  Awards  shall  be granted  under  the   Plan  after June 30,  2030  (or such earlier  date as may apply  under section  422  of  the   Code), but Awards previously granted may  extend  beyond that date. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 1



    	 



    	 



    



ARTICLE 2. DEFINITIONS AND CONSTRUCTION 1. Definitions. When used in  this 2015 Incentive Plan,  the  following terms shall  have  the meanings   set  forth  below,  unless the  context  clearly requires  a  different meaning: (a) “ Administrator ”  means  the entity that administers the plan  in   accordance with Article 4. (b) “ Article ”  means  an  article  of  the Plan. (c) “ Award ”  means  an award  issued under  the Plan. (d) “ Award Certificate ”  means  the  agreement,  certificate  or other   document evidencing  an  Award,  which  shall  be in  such form (written,   electronic  or otherwise) as  the Administrator shall determine. (e) “ Board ”  means the Board  of  Directors  of  the Company. (f) “ Cause ”  shall  have the meaning assigned such  term in  the   employment, severance  or  similar agreement,  if  any,  between  such   Participant  and  the Company  or an  Affiliate;  provided ,  however , that  if   there  is no  such employment, severance  or  similar  agreement in which   such term  is  defined,  and unless otherwise  defined  in  the applicable   Award Certificate, “Cause”  shall  mean any  of  the following acts by the   Participant,  as  determined  by  the Administrator: gross neglect  of  duty,   prolonged absence  from  duty without  the  consent  of  the Company,   material breach by the Participant  of any  published Company  code  of   conduct  or  code  of ethics; or  willful misconduct, misfeasance  or   malfeasance  of  duty  which is  reasonably determined to  be  detrimental   to  the  Company.  With  respect  to a  Participant’s termination  of   directorship, “Cause” means  an  act  or  failure to act  that  constitutes   cause for  removal of a  director  under  applicable Arkansas law. The   determination  of  the Committee  as  to  the  existence  of  “Cause”  shall be   conclusive  on  the Participant  and  the Company. (g) “ Change in Control ”  shall  mean that  any one of  the following apply: (1) the  acquisition  by  any  individual, entity  or  group (within the   meaning  of  section 13(d)(3)  or 14(d)(2) of the Securities Exchange Act  of  1934,  as  amended  (the  “Exchange Act”))  (a   “Person”),  of  beneficial ownership (within the meaning  of   Rule 13d - 3 promulgated under the  Exchange  Act)  of 50% or more  of  either (A) the then - outstanding shares  of  the Company’s   common stock (the “Outstanding Company Common Stock”) or S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 2



    	 



    	 



    



(B) the  combined  voting power  of  the then - outstanding voting   securities  of  the Company  entitled  to  vote  generally  in  the   election  of  directors  (the  “Outstanding Company Voting Securities”).  For  purposes  of  this paragraph  (1),  the following   acquisitions  by a  Person will  not  constitute  a  Change  in Control: (i) any  acquisition directly from  the  Company;  (ii) any   acquisition  by  the Company;  or (iii) any  acquisition  by any employee  benefit  plan  (or  related trust) sponsored  or  maintained   by  the Company  or any  entity controlled  by  the Company; (2) the individuals  who, as of  the Effective Date, constitute the   Board  (the  “Incumbent Board”) cease for  any reason  to   constitute  at  least  a  majority  of  the Board. Any individual   becoming a  director  subsequent to  the Effective  Date  whose   election,  or  nomination  for election by  the Company’s   stockholders,  is  approved  by a vote of at  least  a  majority  of  the   directors then  comprising  the Incumbent Board  will be   considered  a  member  of  the Incumbent Board  as of  the Effective   Date,  but any  such individual  whose  initial assumption  of  office   occurs  as a  result  of  an actual  or  threatened  election  contest   with  respect  to  the election  or removal of  directors  or other   actual  or  threatened solicitation  of  proxies  or  consents  by or on   behalf of a  person  other  than the Incumbent Board will  not be   deemed  a  member  of  the Incumbent Board  as of  the Effective   Date; (3) the consummation  of a  reorganization, merger, consolidation  or   sale or other  disposition  of all or  substantially all  of  the assets  of   the Company  (a  “Business Combination”), unless following such   Business Combination:  (A)  the individuals  and entities who   were  the beneficial owners, respectively,  of  the Outstanding   Company Common  Stock and  Outstanding Company Voting   Securities immediately prior to such Business Combination   beneficially own, directly  or  indirectly, more than  50%  of,   respectively, the then - outstanding shares  of common  stock  and   the  combined  voting power  of  the then - outstanding voting   securities  entitled  to  vote  generally  in  the election  of  directors,   as  the case may  be, of  the entity resulting  from  such Business   Combination (including, without limitation,  a  corporation that   as a  result  of  such transaction  owns  the Company  or  all  or   substantially all  of  the  Company’s assets either directly  or   through  one or  more  subsidiaries) in  substantially the same   proportions to  one another as  their ownership, immediately   prior to such Business Combination  of  the Outstanding   Company Common  Stock and  Outstanding Company Voting S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 3



    	 



    	 



    



Securities,  as  the case  may be, (B) no  Person (excluding  any   entity resulting from such Business Combination  or any   employee benefit  plan  (or  related trust)  of the  Company  or  such   entity resulting from such Business  Combination),  directly  or   indirectly,  50% or  more  of,  respectively, the then - outstanding   shares  of common stock of  the entity resulting from such   Business Combination  or  the combined voting power  of  the then - outstanding voting securities  of  such entity except  to  the extent   that such ownership  existed  prior to the Business Combination   and  (C)  at least a  majority  of  the members  of  the Board  of   Directors  of  the  corporation  resulting from such Business   Combination were members  of  the Incumbent Board  at the  time   of  the  execution of  the initial  agreement, or of  the action  of  the   Board, providing  for  such Business Combination; or (4) the approval  by our  stockholders  of a complete  liquidation  or   dissolution  of  the Company.  To  the extent that  a  Change  in   Control  is a  payment triggering event with respect  to an  Award   that  is  subject  to  section  409A of  the Code,  no  payment shall  be   triggered  by an event  that does  not  constitute  a  change  in   control within the meaning  of  section 409A. (h) “ Code ”  means the Internal Revenue Code  of  1986,  as  amended  from   time  to time. (i) “ Company ”  means Simmons  First  National Corporation  or any   successor entity. (j) “ Compensation Committee ”  shall  mean the Compensation Committee   of  the Board,  which  shall consist  of not less  than two Board members,   all of whom are  “non - employee directors”  (within  the meaning  of  Rule   16b - 3 promulgated under the Securities Exchange Act  of  1934 (the   “Exchange Act”)). (k) “ Disability ”  shall  mean  a  disability within the meaning  of  the   Company’s long - term disability plan  in  which the Participant   participates,  and if  there  is no  such plan, within the meaning  of  the   federal  Social  Security Act. (l) “ Effective  Date ”  means the first date  set  forth  in  Section 1.3 . (m) “ Fair Market Value ” means the closing sales price  (for  the primary   trading session)  of a  Share  on  the  relevant  date.  For any  date that  is   not a  trading day, the  Fair  Market Value  of a  Share  for  such date will   be  determined  by  using the  closing  sale  price  for  the immediately   preceding trading day.  The  Compensation Committee can substitute a S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 4



    	 



    	 



    



particular time  of  day  or other  measure  of  “closing  sale  price”  if   appropriate because of unusual circumstances  or can  use  weighted   averages either  on a  daily basis  or  such longer period  as  complies with   section  409A of  the Code. (n) “ Participant ”  means any  person  or  entity eligible to  be  granted  an   Award pursuant to  Section 3.1. (o) “ Plan ”  means this 2015 Incentive Plan. (p) “ Performance Share ”  means  an  Award granted pursuant to  Section 6.5 (q) “ Restricted Stock ”  means  an  Award granted pursuant to  Section 6.3 . (r) “ Restricted Stock  Unit ”  means  an  Award granted pursuant to  Section  6.4 . (s) “ Section ”  means  a section of  the Plan. (t) “ Share ”  means  a share of common  stock  of the Company. (u) “ Stock Appreciation  Right ”  or  “SAR” means  an  Award granted   pursuant to  Section 6.2 . (v) “ Stock Option ”  means  an  Award granted pursuant to  Section  6.1 ;  a   Stock Option can  be  either  an  “Incentive Stock  Option” (if it  complies   with  the requirements  of Section  6.1(b) ) or a  “Nonqualified Stock   Option”  (if it  does  not  comply with the requirements  of Section 6.1(b) ). (w) “ Ten Percent Stockholder ”  means  a  Participant  who on the  date of   grant  is  treated under section 424(d)  of  the  Code  as owning  stock (not   including stock purchasable under outstanding options) possessing   more than  10% of  the total combined voting power  of all  classes  of  the   stock  of  the Company  or any  parent  or  subsidiary  of  the Company  as   defined  in  section 424(e)  or  (f)  of  the Code. 2.2. Construction. When used in  the Plan,  (a)  the terms “include”  and  “including” shall  be  deemed to   include the phrase “but  not  limited to”  and (b)  masculine pronouns shall include the   feminine. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 5



    	 



    	 



    



ARTICLE 3. ELIGIBILITY 3.1. In General. Any person  or entity  is eligible to  be  granted  an  Award  if  such person  or  entity  is a   current employee, officer, director, independent contractor,  consultant, or  advisor  of   the Company  or any  of  the Company’s present  or  future parent  or  subsidiary   corporations  as  defined  in  sections  424(e) or  (f)  of  the Code  or any other  business   venture (including,  without  limitation,  a  joint venture  or  limited liability company)   in which  the  Company  has a  controlling interest,  as  determined  by Administrator. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 6



    	 



    	 



    



ARTICLE 4. ADMINISTRATION  OF  THE PLAN 1. In General. (a) The  Plan  will be  administered  by  the Compensation Committee,  which   shall serve  as  the Administrator.  The  Administrator shall have   authority to grant Awards  and  determine recipients  and  terms  of any   Awards,  and  to adopt, amend  and repeal  such administrative rules,   guidelines  and  practices relating to the Plan  as it  shall deem advisable. (b) The  Administrator shall  have  full discretionary authority to construe   and  interpret the terms  of  the  Plan and  any Award Certificate, and to   determine  all  facts necessary to administer the  Plan and any  Award   Certificate.  The  Administrator may correct  any  defect, supply  any   omission  or  reconcile  any  inconsistency  in  the  Plan or any  Award   Certificate  in  the manner  and  to the extent  it  shall deem necessary  or   advisable. (c) All decisions  by  the Administrator shall  be  made  in  its sole discretion   and shall be  final  and  binding  on  all persons  having or  claiming any   interest  in  the Plan  or  in any  Award.  No  director  or  person  acting   pursuant to the authority delegated  by  the Administrator shall be   liable  for  any  action  or  determination relating to  or  under the Plan   made  in good faith. (d) With respect  to  Awards made to directors, the Board  shall  also have   the authority described  in  this Section  4.1  and  Section 8.5 . 2. Delegation  to  Committees  and Officers. (a) To  the extent permitted  by  applicable law, the Administrator may   delegate any  or  all  of  its powers under the  Plan  to  one or  more   committees  or  subcommittees  of  the Company’s management. (b) To  the extent permitted  by  applicable  law  and subject  to any   limitations under the  Plan,  the Administrator may delegate  to  one  or   more officers  of  the  Company  the power  (1)  to  grant  Awards to any   individual eligible under  Sectio n 3.1  other  than  a  director  or executive   officer  and (2)  to exercise such  other  powers under the  Plan as  the   Administrator may determine; provided further, however, that no   officer  shall be  authorized to grant Awards to himself  or  herself.  For   purposes  of  this Section  4.2(b) ,  the phrase “executive officer” shall   mean the Chief Executive Officer, President,  and any  “executive   officer”  (as  defined  by  Rule  3b - 7  under the Exchange Act)  and  “officers”   (as defined  by  Rule 16a - 1 under the Exchange Act). S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 7



    	 



    	 



    



(c) All references  in  the  Plan  to the “Administrator”  shall  mean the   Administrator  or a  committee  of  the Board  (or  the Company’s   management) or  the officers referred to  in  Section  4.2(b)  to the extent   that  the  Administrator’s powers  or  authority under the  Plan  have  been   delegated to such committee  or officers. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 8



    	 



    	 



    



ARTICLE 5. STOCK  SUBJECT  TO THE PLAN 1. Number  of Shares. (a) Subject  to adjustment  under  ARTICLE 7,  Awards may be made  under   the  Plan for up  to  6,800,000  Shares, of which  all  shares can  be  issued  as   Incentive  Stock Options. (b) If any Award  expires or is  terminated,  surrendered or canceled without   having  been  fully exercised, is forfeited in whole or in  part,  or results in   any  Shares not  being  issued,  the  unused Shares covered  by  such Award   shall  again be available  for  the grant  of  Awards  under  the  Plan.   However, Shares  tendered to the Company by  a Participant  to  exercise   an Award  or Shares withheld from  an  exercised  Award  for  the payment   of  taxes  shall not  thereafter be available  for  the grant  of  Awards  under   the  Plan. Shares issued under  the  Plan  may  consist in whole or in  part   of  authorized but  unissued shares or  treasury shares. 2. Substitute Awards. (a) In connection with  a  merger  or  consolidation  of an entity  with the   Company  or  the acquisition by the  Company  of  property  or  stock  of an   entity, the Administrator may grant  Awards  in  substitution  for any   options  or other  stock  or  stock - based  awards  granted  by  such entity  or   an  affiliate thereof. Substitute Awards may  be  granted  on  such terms   as  the Administrator deems appropriate  in  the circumstances. (b) Substitute Awards shall  not  count against the overall  share  limit  set   forth  in  Section  5.1 , except  as  may  be  required  by reason of  section  422   and  related provisions  of  the Code. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 9



    	 



    	 



    



ARTICLE 6. TYPES  OF AWARDS 1. Stock Options. (a) In General.  The  Administrator may grant options to purchase  Shares   to  any  Participant and may determine the  number of  Shares to be   covered  by each  option,  the  exercise price  of  each option  and  the   conditions  and  limitations applicable to the exercise  of each  option,   including conditions relating to applicable federal  or  state securities   laws, as it  considers necessary  or  advisable.  A  Stock Option that  is not   intended to  be an  Incentive Stock Option shall  be  designated  as  a   “Nonqualified Stock Option.” (b) Incentive Stock Options. (1) A  Stock Option that the Administrator intends to  be an   Incentive Stock Option shall only  be  granted to employees  of  the   Company  or any of  the  Company’s present  or  future parent  or   subsidiary corporations  as  defined  in  sections  424(e) or  (f)  of  the   Code,  and any other entities  the employees  of which  are eligible   to receive Incentive Stock Options under  the  Code,  and shall be   subject  to and  construed consistently with the requirements  of   section  422 of  the  Code. (2) A  Stock Option that  is  intended to  be an  Incentive Stock Option   shall  be  treated  as a Nonqualified  Stock Option to the extent   that,  in  the calendar  year in  which the Award  is  first   exercisable,  the  aggregate Fair Market Value  of  the Shares   subject  to  the Award  (when  added to  other  awards granted to   the same individual that  are  intended to  be Incentive  Stock   Options  under the  Plan or any other  plan maintained  by  the   Company  and  certain related corporations) exceeds $100,000  or   such  other  limitation  as  might apply under section  422 of  the   Code. (3) The  Company shall have  no  liability to  a  Participant,  or any   other  party,  if a  Stock Option  (or any  part thereof) that  is   intended to  be an  Incentive Stock Option  is not an  Incentive   Stock Option,  or for any  action taken  by  the Administrator,   including the conversion  of an  Incentive Stock Option to  a   Nonqualified Stock Option. (c) Nonqualified Stock Options. (1) Any Stock Option that  is not an  Incentive Stock Option shall  be   a  Nonqualified Stock Option. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 10



    	 



    	 



    



(2) The  Administrator may grant Nonqualified Stock Options to  any   Participant. (d) Exercise Price. (1) The Administrator shall establish the exercise price of each Stock Option and specify the exercise price in the applicable Award Certificate . (2) The  exercise price  of any  Stock Option shall  not be less  than   100% of  the Fair Market Value  of  the underlying Shares  on  the   date  the  Stock Option  is  granted, except that,  if any  Incentive   Stock Option  is  granted to  a Ten  Percent Stockholder, the   exercise price shall not  be less  than 110%  of  the Fair Market   Value  of  the underlying Shares  on  the date such Incentive Stock   Option is  granted. The  100% and 110%  limitation  in  this   Section  6.1(d)(2)  shall automatically adjust  to  the extent   required  by  section 422  of  the Code. (3) Once established, the exercise price  of a  Stock Option shall  not   be  re - priced without shareholder approval.  Option  re - pricing   shall include  (i) any  amendment to  the  terms  of an outstanding   option  (or SAR)  to reduce the exercise price  of  such  outstanding   options  (or SARs) and (ii)  the cancellation  of  outstanding options   (or SARs) in  exchange  for  options  (or SARs) with an  exercise   price that  is less  than the exercise price  of  the original  options   (or SARs). (e) Term  of  Stock Options. (1) Each Stock Option shall  be  exercisable  at  such  times  and subject   to such terms  and  conditions  as  the Administrator may specify   in  the applicable  Award  Certificate; except  that no  Stock Option   shall  be  granted  for a  term  of  more than  10  years. Incentive   Stock Options issued to  a Ten  Percent Stockholder shall  not   have a  term  of  more than  5 years. (2) No  Stock Option shall permit  the  Participant to defer receipt  of   compensation  on  the Stock Option  beyond  the date  of  exercise,   unless  the Administrator expressly determines that such Stock   Option  shall  be  subject  to  section 409A  of  the Code. (f) Exercise  of  Stock Option. Stock Options may  be  exercised  by  delivery to  the  Company  of a   written  notice of  exercise  in  the form attached  to, or  the manner S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 11



    	 



    	 



    



described  in,  the Award Certificate  or by  any  other  form  of notice   (including electronic  notice) or  such  other  manner approved  by  the   Administrator, together with payment  in full for  the  number of  shares   for  which the Stock Option  is  exercised. Shares subject  to  the Stock   Option  will  be  delivered  by  the Company  as soon as  practicable   following exercise. (g) Payment Upon Exercise. Shares purchased  upon  the exercise  of a  Stock Option granted under   the  Plan  shall  be  paid  for as follows: (1) in  cash  or by  check, payable to the order  of  the Company; (2) if  provided  in  the applicable Award Certificate, by  (1)  delivery  of   an  irrevocable  and  unconditional undertaking  by a  creditworthy   broker to deliver promptly to the  Company  sufficient funds to   pay the exercise price  and any  required tax withholding  or  (2)   delivery by the Participant to the Company  of a  copy  of   irrevocable  and  unconditional instructions to  a  creditworthy   broker to deliver promptly to the  Company  cash or a  check   sufficient  to  pay the exercise price  and any  required  tax   withholding; (3) to  the extent provided  for in  the applicable Award Certificate  or   approved  by  the Administrator,  by  delivery  (either by  actual   delivery  or  attestation)  of  Shares  owned by the  Participant   valued at  their Fair Market  Value,  provided  (1)  such method  of   payment  is  then permitted under applicable law,  (2)  such   Shares,  if  acquired directly from  the  Company,  were owned  by   the  Participant  for  such minimum period  of  time,  if  any,  as  may   be  established  by  the Administrator,  and  (3) such Shares are  not   subject  to any  repurchase, forfeiture, unfulfilled vesting  or other   similar requirements; (4) to  the  extent permitted  by  applicable  law  and provided  for in  the   applicable Award Certificate,  by  (1) delivery  of a  promissory   note of  the Participant  to  the Company  on  terms determined  by   the Administrator,  or (2)  payment  of  such  other lawful   consideration  as  the Administrator may determine; or (5) by any  combination  of  the  above  permitted forms  of payment. (h) No  Reload Grants. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 12



    	 



    	 



    



Stock  Options shall  not  be  granted under the  Plan in  consideration  for   and shall not be  conditioned upon the delivery  of  Shares to  the   Company  in  payment  of  the exercise price and/or tax withholding   obligation under  any other  Stock Option. 2. Stock  Appreciation Rights. (a) In General.  A  Stock Appreciation Right  is an  Award  in  the form  of a   right to receive  cash  or  a  Share, upon surrender  of  the Stock   Appreciation Right, in  an amount  equal to the appreciation  in  the   value of  the Share over  a base  price established  in  the Award. The   Committee may grant Stock Appreciation Rights either independently   of  Stock Options,  or in  tandem  with  Stock Options such that  the   exercise  of  the Stock Option  or  Stock Appreciation Right cancels the   tandem Stock Appreciation Right  or  Stock Option. (b) Base Price.  The  minimum  base  price  of a  Stock Appreciation Right   granted under the Plan shall  be  the price  set  forth  in  the applicable   Award Certificate, or,  in  the case  of a  Stock Appreciation Right related   to  a  Stock Option (whether already outstanding  or  concurrently   granted), the exercise price  of  the related Stock Option.  The  minimum   base  price  of a  Stock Appreciate  Right  shall  not be less  than 100%  of   the  Fair  Market Value  on  the date the Stock Appreciation Right  is   granted. Once established, the minimum base price  of a  Stock   Appreciation Right  shall not be  re - priced without shareholder   approval. (c) Term, Exercise, and Payment.  The  provisions  of  Sections 6.1(e) ,  (f) ,  (g) ,   and (h)  shall generally apply to Stock Appreciation Rights,  as   applicable. 3. Restricted Stock. (a) In General.  The  Administrator may grant Awards  of  Restricted Stock.   The  Administrator shall determine the terms  and  conditions  of a   Restricted Stock Award, including the conditions  for vesting and   repurchase (or forfeiture), the issue price (if  any) and whether the   Shares shall  be  entitled to exercise voting  or  other  rights associated   with  ownership  of a Share. (b) Dividends.  The  Administrator  may, at the  time  of  grant  of  Restricted   Stock, provide that any dividends declared  with  respect  to  such  Shares   be (1)  paid  to  Participants,  (2)  accumulated  for  the benefit  of the   Participant  and  paid to  a  Participant only  at the  time  of  vesting, or (3)  not  paid  or  accumulated, provided however, that dividend   equivalents  or other  distributions  in  Shares underlying performance - S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 13



    	 



    	 



    



based  awards  as  set forth  in  Section 6.8 will  be  determined with  and   paid  contingent  upon the  achievement of  the  applicable performance   criteria.  If any  dividends  or  distributions  are  paid  in  shares,  or  consist   of a  dividend  or  distribution to holders  of Shares other  than  an   ordinary  cash  dividend, the  shares or other  property will  be  subject  to   the same restrictions  on  transferability  and  forfeitability  as  the   Restricted Stock  with  respect  to  which they  were  paid. Each dividend   payment will  be  made  no later  than the  end of  the calendar  year in   which  the Restricted Stock  on which  such dividends are paid vests  or,   if  later, the  15th  day  of  the third month  following  the date  on  which   the Restricted Stock  on which  such dividends are paid vests. (c) Stock Certificates.  The  Company may require that  any  stock   certificates issued  for  shares  of  Restricted Stock  be  deposited  in  escrow   by  the Participant, together with  a  stock power endorsed  in  blank, with   the Company  (or its  designee). At the expiration  of  the applicable   restriction periods,  the  Company  (or  such  designee) shall  deliver the   certificates  no longer  subject  to  such restrictions to the Participant.  If   the Participant has died before the certificates are delivered, the   certificates shall  be  delivered  to  the beneficiary designated  by  the   Participant under the  Plan and on file  with the Company  (or  its   designee) before the Participant’s death.  If  there  is no  such  valid   beneficiary designation, the Participant’s estate shall  be  the   beneficiary. 4. Restricted Stock Units. The  Administrator may grant Restricted Stock Units to  any  participant  subject to   the same conditions and restrictions  as  the Administrator  would have  imposed  in   connection with  any  Award  of  Restricted Stock. Each Restricted Stock  Unit  shall   have a  value equal to the  Fair  Market Value  of one  Share. Restricted Stock Units   may  be  paid  at  such time  as  the Administrator may determine and payments may   be  made  in a lump sum or in  installments,  in  cash, Shares,  or  any combination   thereof,  as  determined  by  the Administrator. 5. Performance Shares. The  Administrator may grant Performance Shares to  any  participant  subject to  the   same  conditions  and  restrictions  as  the Administrator  would  have imposed  in   connection with  any  Award  of  Restricted Stock  or  Restricted Stock Units. Each   Performance Share  shall have a  value equal to the Fair Market Value  of one  Share.   Performance Shares may  be  paid  at  such time  as  the Administrator may determine   and  payments may  be  made  in a lump sum or in  installments,  in  cash,  Shares, or   any  combination thereof,  as  determined  by  the Administrator. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 14



    	 



    	 



    



6. Other Stock - Based Awards. Other  Awards that  are valued in whole or  in part  by  reference to,  or  are  otherwise   based on,  Shares  or other  property, may  be  granted under the Plan to Participants.   To  the extent permitted  by law, such  other Share Awards shall also  be  available  as   a  form  of  payment  in  the  settlement of  other Awards granted  under  the  Plan or as   payment  in lieu of  compensation to  which a  Participant  is  otherwise entitled. Other   Share Awards may  be  paid  in  Shares  or cash, as  the Administrator shall determine.   Subject  to  the provisions  of  the  Plan,  the Administrator shall determine the terms   and  conditions  of  each other Share Award. 7. Cash  Awards. Cash Awards are Awards that provide participants  with  the opportunity to earn  a   cash payment  based  upon  the  achievement of one or  more performance  goals  for  a   performance period  determined by  the Administrator.  For  each performance period,   the Administrator shall determine the relevant performance criteria, the   performance  goal for  each performance criterion,  the  level  or  levels  of achievement   necessary  for  Awards to  be  paid, the weighting  of  the performance  goals if  more   than  one  performance  goal is  applicable, and the  size of  the Awards. 8. Performance - Based  Awards. (a) In General.  The  performance  goals  must  be  established  by  the   Compensation Committee  and may be for  the Company,  or a  Company   subsidiary, affiliate  or other  Company  operating  unit  or  department,  or   a  combination  of  such units  or  departments.  The  performance  goal   shall  be  based  on one or  more performance criteria selected  by  the   Compensation Committee and, absent extraordinary circumstances   (such  as  awards granted during the first Plan year),  shall be  based  on   performance periods  of  at least one year. (b) Performance Criteria.  In the  case of  Awards intended to qualify  as   performance - based  Awards,  the performance criteria  shall be  selected   only  from among the following: (1) earnings  or  earnings per  share   (whether on a  pre - tax, after - tax, operational  or  other  basis); (2)  return   measures (including,  but not  limited to, return  on  assets,  capital,   equity,  investments  or  sales, and cash  flow return  on  assets, capital,   equity,  or  sales);  (3)  improvements  in  capital structure; (4) revenues; (5) expenses (expense management, expense  ratio,  expense efficiency   ratios  or other  expense measures); (6) one  or  more operating ratios; (7) stock price  or  performance;  (8)  stockholder return;  (9)  market share; (10) cash (cash  flow, cash  generation  or  other  cash measures); (11) capital expenditures;  (12) net  borrowing, debt leverage levels,   credit quality  or  debt ratings;  (13)  the accomplishment  of mergers, S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 15



    	 



    	 



    



acquisitions, dispositions, public offerings  or  similar  extraordinary   business transactions;  (14) net  asset value per  share;  (15) economic   value  added; (16) sales; (17) profits (net profit, gross profit, operating   profit, economic profit, profit margins  or  other corporate profit   measures); (18)  net  income (before  or after taxes,  operating income or other  income measures); (19) internal  rate  of return  or  increase  in net   present  value;  (20) productivity measures; (21) cost reduction measures;  (22)  strategic plan development  and implementation; (23) customer measures (including changes  in number of  customers  or   households); (24) growth measures (deposit  growth,  loan growth,   revenue growth,  or  asset  growth); (25) net  charge - offs;  or (26) any   combination  of any of  the foregoing business criteria. Any  of the performance criteria  may be used  to measure the performance  of  the   Company,  a  subsidiary, and/or affiliate  as a whole or any  business unit   of  the Company,  a  subsidiary, and/or affiliate  or any  combination   thereof,  as  the Compensation Committee may deem appropriate,  or   any of  the above performance criteria  as  compared to the  performance   of a  group  of  comparator companies,  or  published  or  special index that   the Compensation Committee deems appropriate.  The  Compensation   Committee also  has  the authority to provide  for  accelerated  vesting of   any  Award  based on  the achievement  of  the performance criteria   specified  in  this Secti on 6.8 . (c) Committee Certification and Payment  of Awards.  Before  any   performance - based  Award (other than  Stock Options  and  Stock   Appreciation Rights) is paid, the Compensation Committee must   certify  in  writing  (by  resolution  or otherwise)  that  the  applicable   performance goal(s) and  any other  material terms  of  the Award  have   been  satisfied. Unless otherwise provided  by  the Compensation   Committee, performance - based Awards  shall be  paid  as  soon  as   practicable  after  the Compensation Committee  has  certified that the   applicable goals  and  terms  of  such awards  have been  satisfied, but  in   no event  later than  the  fifteenth  (15 th )  day of the third month following   the  end of  the performance period to  which  the  award  relates (absent  a   timely  election  to defer such Award  under a  deferred  compensation   plan,  if any,  maintained  by  the Company). Notwithstanding the   foregoing, to the extent  an  amount was intended to  be  paid  so as  to   qualify  as a  short - term deferral under  section  409A  of  the Code  and  the   applicable regulations, then such payment may  be  delayed  if  the   requirements  of  Treas. Reg. 1.409A - 1(b)(4)(ii) are met. (d) Terms and Conditions  of  Awards; Committee Discretion to  Revise   Performance Awards.  The  Compensation Committee shall have   discretion to determine the conditions, restrictions  or other  limitations,   in  accordance with, and  subject to,  the terms  of  the  Plan, on the S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 16



    	 



    	 



    



payment  of  individual Awards under this  Secti on  6.8 .  To  the extent   set  forth  in an  Award Certificate, the Compensation Committee may   reserve the right to adjust  the  amount payable  in  accordance with  any   standards  or on any other basis  (including the Compensation   Committee’s discretion),  as  the Compensation Committee may   determine. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 17



    	 



    	 



    



ARTICLE 7. ADJUSTMENTS 1. Changes in Capitalization. In the  event of  any stock split, reverse stock split, stock dividend, recapitalization,   combination  of  shares, reclassification  of  shares,  spin - off or other  similar change  in   capitalization  or  event,  or any  dividend  or  distribution to holders  of  Shares  other   than  an  ordinary  cash  dividend,  (1)  the number  and class of  securities available   under this  Plan, (2)  the  number and class of  securities  and  exercise price per  Share   of  each  outstanding  Stock  Option, (3) the  number of Shares  subject  to  each   outstanding Restricted Stock Award,  and (4)  the terms  of  each  other  outstanding   Award  shall be  equitably adjusted  by  the Company  (or  substituted Awards may  be   made,  if  applicable) in the manner determined  by  the Administrator. Without   limiting the generality  of  the foregoing,  if  the Company effects  a  split  of the  Shares   by  means  of a  stock dividend  and  the  exercise  price  of and  the  number of Shares   subject  to an  outstanding Stock Option are adjusted  as of  the  date  of  the   distribution  of  the dividend (rather than  as of  the record date  for  such dividend),   then  an optionee who  exercises  a  Stock Option  between  the record date  and  the   distribution date  for  such stock dividend  shall be  entitled to receive,  on  the   distribution date, the stock dividend with respect  to  the Shares acquired upon such   Stock Option exercise, notwithstanding the fact  that  such  Shares  were  not   outstanding  as of  the close  of  business  on  the record  date for such  stock dividend. 2. Change  in Control. (a) Consequences  of  a  Change in Control  on  Awards Other than Restricted   Stock Awards.  In connection with  a  Change  in  Control, the   Administrator shall take  any one or  more  of  the following actions  as  to   all or any (or any  portion  of)  outstanding Awards  other  than Restricted   Stock Awards  on  such terms  as  the Administrator determines: (1) provide that Awards shall  be  assumed,  or  substantially equivalent   Awards shall  be  substituted,  by  the acquiring  or  succeeding entity  (or   an  affiliate thereof),  (2)  upon written  notice  to  a  Participant, provide   that  the  Participant’s unexercised Awards will terminate immediately   prior to the consummation  of  the Change  in  Control  unless  exercised   by  the Participant within  a specified,  reasonable period following the   date  of  such  notice, (3)  provide that outstanding Awards shall become   exercisable, realizable,  or  deliverable,  or  restrictions applicable to  an   Award  shall  lapse,  in whole or in  part before  or  upon the Change  in   Control,  (4) if  holders  of  Shares  will  receive upon consummation  of  the   Change  in  Control  a cash  payment  for each Share  surrendered  in  the   Change  in  Control, make  or  provide  for a cash  payment to  a   Participant equal to the excess,  if any, of  (A)  the consideration received   by  stockholders generally with respect  to  the Change  in  Control  (the   “Change  in  Control Price”) times the number  of  Shares subject  to the S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 18



    	 



    	 



    



Participant’s Awards (to  the  extent the exercise price does  not  exceed   the Change  in  Control  Price)  over  (B) the aggregate exercise price  of  all   such  outstanding  Awards  and any  applicable  tax  withholdings, in   exchange  for  the termination  of  such Awards,  (5)  provide that,  in   connection with  a  liquidation  or  dissolution  of  the Company, Awards   shall convert  into  the  right  to receive liquidation proceeds (if   applicable,  net of  the exercise price thereof  and any  applicable tax   withholdings)  and (6) any  combination  of  the  foregoing. In  taking any   of  the actions permitted under this Section  7.2(a) ,  the Administrator   shall  not be  obligated  by  the Plan to treat all Awards, all Awards  held   by a  Participant,  or  all Awards  of  the  same  type, identically. For  purposes  of clause (1) above, a  Stock Option shall  be  considered   assumed  if,  following consummation  of  the Change  in  Control,  the   Stock Option confers  the  right to purchase,  for each Share subject to   the Stock Option immediately prior to the consummation  of  the   Change  in  Control,  the  consideration  (whether cash,  securities  or other   property) received  as a  result  of the  Change  in  Control by holders  of   Shares for  each  Share  held  immediately prior to the consummation  of   the Change  in  Control  (and if  holders were offered  a  choice  of   consideration,  the  type  of  consideration chosen  by  the holders  of a   majority  of  the outstanding Shares); provided, however, that  if  the   consideration received  as a  result  of the  Change  in  Control  is not solely   common stock  of  the acquiring  or  succeeding  entity(or an  affiliate   thereof), the Company  may,  with  the  consent  of the  acquiring  or   succeeding  entity,  provide  for  the consideration to  be  received upon the   exercise  of  Stock Options to consist  solely of common  stock  of  the   acquiring  or  succeeding corporation  (or an  affiliate thereof) equivalent   in  value  (as  determined  by  the Administrator) to  the  per  share   consideration received  by  holders  of  outstanding Shares  as a  result  of   the Change  in Control. (b) Consequences  of  a  Change in Control  on  Restricted Stock  Awards .   Upon the occurrence  of a  Change  in  Control, except  to  the extent   specifically provided to the contrary  in  the applicable Award   Certificate  or any  other  agreement  between  a  Participant  and  the   Company, all restrictions  and  conditions  on  all Restricted Stock   Awards then outstanding shall automatically lapse  and be  deemed   terminated  or  satisfied,  as  applicable. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 19



    	 



    	 



    



ARTICLE 8. GENERAL PROVISIONS APPLICABLE TO ALL AWARDS. 1. Transferability  of Awards. Except  as  the Administrator may  otherwise  determine  or  provide  in an  Award   Certificate, Awards shall  not be  sold, assigned, transferred, pledged  or otherwise   encumbered  by  the person to  whom  they are granted, either voluntarily  or by   operation  of law,  except  by  will  or  the laws  of  descent  and distribution  or,  other   than  in  the case  of an  Incentive Stock Option, pursuant to  a  qualified domestic   relations order, and, during the  life of  the Participant, shall  be  exercisable only by   the Participant. References to  a  Participant, to  the  extent relevant  in  the context,   shall include references to authorized transferees. 2. Termination  of  Status. Except  to  the extent provided  in an  Award Certificate,  the  Administrator shall   determine the effect  on  an  Award  of  the disability, death, termination  or other   cessation  of  employment, authorized leave  of  absence  or other change in  the   employment  or other  status  of a  Participant  and  the extent to which,  and  the period   during  which, the  Participant,  or  the Participant’s legal representative, conservator,   guardian  or  Beneficiary, may exercise rights under the Award. 3. Withholding. The  Participant must satisfy all applicable federal,  state, and  local  or other  income   and  employment tax withholding obligations before the Company will deliver stock   certificates  or otherwise  recognize ownership  of  Shares under  an  Award.  The   Company may decide to  satisfy  the withholding obligations through additional   withholding  on  salary  or wages.  If the Company elects  not to or  cannot withhold   from other  compensation, the  Participant must pay the Company the  full  amount,  if   any, required for  withholding. Payment  of  withholding obligations  is  due  before  the   Company will issue any  Shares on  exercise  or release  from forfeiture  of an  Award   or,  if  the Company  so  requires,  at the same  time  as is  payment  of  the exercise price   unless  the Company determines  otherwise. To  the extent  not  otherwise provided   for in an  Award Certificate  or  approved  by  the Administrator,  a  Participant shall   satisfy such  tax  obligations  in whole or in  part  by  delivery  of a  portion  of  the Award   creating the tax obligation,  valued at  Fair Market  Value;  provided, however, except   as  otherwise provided  by  the Administrator, that  the  total  tax  withholding where stock  is being  used to satisfy such  tax  obligations  cannot  exceed the Company’s   minimum statutory withholding obligations  (based on  minimum  statutory   withholding  rates  for federal  and  state  tax  purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to satisfy   tax withholding requirements cannot  be subject to  any repurchase, forfeiture,   unfulfilled vesting  or other similar requirements. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 20



    	 



    	 



    



4. Conditions  on  Delivery  of Stock. The  Company will  not be  obligated to deliver  any  Shares pursuant  to  the Plan  or  to   remove restrictions  from Shares  previously delivered under the  Plan  until  (a)  all   conditions  of  the Award  have been  met  or  removed to the satisfaction  of  the   Company,  (b) in  the opinion  of  the Company’s counsel,  all  other  legal  matters  in   connection with the issuance  and  delivery of such  Shares have been  satisfied,   including any applicable securities laws and  any  applicable stock exchange  or  stock   market rules  and regulations, and  (c) the Participant  has  executed  and  delivered to   the Company such representations  or  agreements  as  the Company may consider   appropriate  to  satisfy the  requirements of any  applicable  laws,  rules  or regulations. 5. Acceleration. The  Administrator  or its  delegee may  at  any time provide that any Award  shall   become immediately exercisable  in full or in  part, free  of some or all  restrictions  or   conditions,  or otherwise  realizable  in  full  or in  part,  as  the case may be. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 21



    	 



    	 



    



ARTICLE 9. MISCELLANEOUS 1. No Right  to  Employment  or  Other Status. No  person  shall  have  any  claim  or  right to  be  granted  an  Award,  and  the grant  of an   Award  shall not be  construed  as giving a  Participant the right to  continued   employment  or any  other relationship with the Company.  The  Company expressly   reserves the right  at any  time to dismiss  or otherwise  terminate its relationship   with a  Participant free from  any  liability  or claim  under the Plan, except  as   expressly provided  in  the applicable Award Certificate. 2. No Rights  as Stockholder. Subject  to  the provisions  of  the applicable Award Certificate and except  as  provided   in  Secti on 6.3 ,  no  Participant  or  beneficiary  shall  have  any  rights  as a  stockholder   with  respect  to any  Shares to  be  distributed with respect  to an  Award  until   becoming  the record holder  of  such  shares. 3. Amendment. (a) Amendment  of  the  Plan.  The  Administrator may amend, suspend  or   terminate  the  Plan  or any  portion  of  the Plan  at any  time; provided   that  if  at  any  time the approval  of  the Company’s stockholders  is   required  as  to  any  modification  or  amendment under section  422 of  the   Code  or any  successor provision  with  respect  to  Incentive Stock   Options, the Administrator  may not  effect such modification  or   amendment without  such  approval. Unless  otherwise  specified  in  the   amendment,  any  amendment to  the Plan  adopted  in  accordance with   this Section  9.3  shall apply to,  and be  binding  on  the holders of, all   Awards outstanding under the  Plan at the  time  the  amendment  is   adopted, provided the Administrator determines that such   amendment, taking into account  any  related  action,  does  not   materially  and  adversely affect  the  rights  of Participants  under the   Plan. (b) Amendment  of  Award.  The  Administrator may amend, modify or   terminate  any  outstanding Award, including  but not  limited to,   substituting  another  Award  of  the same  or a  different type,  changing   the date  of  exercise  or  realization,  and  converting  an  Incentive Stock   Option  to  a  Nonqualified Stock Option. The Participant’s consent  to   such action shall  be required unless  the Administrator determines that   the  action,  taking into account  any  related action, would  not  materially   and  adversely affect  the  Participant’s rights under the Plan. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 22



    	 



    	 



    



9.4. Compliance  with Code Section 409A. No  Award  shall  provide  for a  deferral  of  compensation within  the  meaning  of  section   409A of  the Code, unless the Administrator,  at the  time  of  grant, specifically   provides that  the  Award  is  intended to  be  subject  to  section 409A  of  the Code. If  an   Award  is  intended to  be subject to  section 409A, the following provisions shall apply   except  to  the extent that  a  contrary provision  is  included  in  the Award Certificate: (a) such Award  shall be  payable  on  the earlier  of a  “change  in  control”  or the Participant’s “separation from service”  with  the Company  and (2) any  payment   made to  a  Participant  who is a  “specified employee”  of  the Company shall  not be   made before such date  as is  six months after the Participant’s “separation from service”  to  the extent required to  avoid  the adverse consequences  of  Section 409A  of   the Code.  For  purposes  of  this Secti on 9.4 , the terms “change  in control,” “separation from service”  and  “specified employee” shall  have  the meanings  set   forth  in  section  409A and  the applicable Treasury  regulations.  The Company shall   have no  liability to  a  Participant,  or any  other party,  if an  Award  that  is  intended to   be  exempt from,  or  compliant with, section  409A is not so  exempt  or  compliant  or  for   any  action taken  by  the Administrator.  No  amendment  of  the Plan  or of an  Award   is  effective  if  it  would  result  in  deferred  recognition of  income  or  additional  tax   under  section  409A or cause  awards  not  subject  to  section 409A to  become  subject  to   section 409A, unless the Administrator,  at  the time  of  grant, specifically provides   that  the  Award  is  intended to  be subject to  section 409A. 5. Governing Law. The  provisions  of the Plan and  all Awards made hereunder  shall be  governed  by   and  interpreted  in  accordance with the laws  of  the State  of  [Arkansas], excluding   choice - of - law principles  of  the  law of  such state  that would  require the application  of   the  laws of a  jurisdiction  other  than such state. 6. Clawback Rights. All Awards under the  Plan  will  be subject  to  any  compensation, clawback  and   recoupment policies that  may be  applicable to the employees  of  the Company,  as in   effect from time  to  time  and as  approved  by  the Board  or  the Administrator,   whether or not  approved before  or after  the effective date  of  the Plan. S econd  Amended and Restated  SFNC  2015 Incentive Plan Page 23