Item 1.01 Entry Into a Material Definitive Agreement.
On July 30, 2021, Simmons First National Corporation ("Company") entered into an
Indemnification Agreement with James M. Brogdon, executive vice president, chief
financial officer, and treasurer of the Company. The Indemnification Agreement
supplements indemnification provisions already contained in the Company's
Amended and Restated Articles of Incorporation and By-Laws and generally
provides that the Company shall indemnify Mr. Brogdon to the fullest extent
permitted by applicable law, subject to certain exceptions, against expenses,
judgments, fines and other amounts actually and reasonably incurred in
connection with his service as an officer and also provides for rights to
advancement of expenses and contribution.
The description of the Indemnification Agreement set forth in this Item 1.01 is
not complete and is qualified in its entirety by reference to the full text of
the Indemnification Agreement between the Company and Mr. Brogdon, which is
included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Executive Change in Control Severance Agreement
On July 30, 2021, the Company and Simmons Bank entered into an Executive Change
in Control Severance Agreement ("CIC Agreement") with Mr. Brogdon. The CIC
Agreement provides Mr. Brogdon with termination compensation if (1) Mr.
Brogdon's employment is involuntarily terminated without "cause" (as defined in
the CIC Agreement) either (a) on or after the date a change in control of the
Company occurs or (b) within 180 days immediately preceding the date a change in
control of the Company occurs, or (2) a change in control occurs and Mr. Brogdon
voluntarily terminates his employment within six months following a "trigger
event" (as defined in the CIC Agreement). For purposes of the CIC Agreement, a
"change in control" includes a change in ownership or effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company, each as defined in Treasury Regulation Section 1.409A-3(i)(5). For
purposes of the CIC Agreement, "termination compensation" means two times the
sum of (1) Mr. Brogdon's annual base salary as of his termination date and (2)
the greater of (a) the average of any annual cash incentive award paid or
payable to Mr. Brogdon for the Company's last two completed fiscal years prior
to his employment termination or (b) Mr. Brogdon's target annual cash incentive
award opportunity for the year in which Mr. Brogdon's employment termination
occurs. In order to receive termination compensation under the CIC Agreement,
Mr. Brogdon must also execute a release of claims. The CIC Agreement provides
that Mr. Brogdon may elect to continue any life insurance and accidental death
and dismemberment coverage, provided that Mr. Brogdon will be responsible for
payment of any premiums on any such continued coverage elected. The CIC
Agreement has a three-year term that automatically renews for additional
one-year periods unless the Company elects to terminate; provided that in the
event of a change in control of the Company, if the CIC Agreement is still in
effect, the CIC Agreement's term will be amended to two years beginning on the
date of the change in control.
The description of the CIC Agreement set forth in this Item 5.02 is not complete
and is qualified in its entirety by reference to the full text of the CIC
Agreement for Mr. Brogdon, which is included as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Deferred Compensation Agreement
On July 30, 2021, the Company also entered into a Deferred Compensation
Agreement ("DC Agreement") with Mr. Brogdon. The DC Agreement provides for a
monthly benefit following Mr. Brogdon's retirement equal to one-twelfth of
thirty percent of the average of Mr. Brogdon's base salary for the five years
immediately preceding his retirement, payable for 180 months. The benefit under
the DC Agreement will be funded by the Company, and Mr. Brogdon will not be
required or permitted to make contributions for his benefit. The benefit vests
at age 60, subject to earlier vesting upon death, disability, or a change in
control of the Company. The benefit becomes payable upon the earliest to occur
of (i) Mr. Brogdon's retirement at or after age 60, (ii) his death, (iii) his
disability, or (iv) his separation from service after the occurrence of a change
in control of the Company. The benefit is subject to forfeiture if (i) Mr.
Brogdon ceases to be employed by the Company prior to his attaining age 60,
other than due to his disability, his death, or following a change in control of
the Company, (ii) Mr. Brogdon fails to provide the post-retirement, part-time
consulting services required in the DC Agreement or (iii) Mr. Brogdon violates
the non-competition provision while receiving payments.
The description of the DC Agreement set forth in this Item 5.02 is not complete
and is qualified in its entirety by reference to the full text of the DC
Agreement for Mr. Brogdon, which is included as Exhibit 10.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Indemnification Agreement for James M. Brogdon dated July 30,
2021
10.2 Executive Change in Control Severance Agreement for James M. Brogdon
dated July 30, 2021
10.3 Deferred Compensation Agreement for James M. Brogdon dated July 30,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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SIMMONS FIRST NATIONAL CORPORATION 
