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Exhibit 10.1
HOME BANCSHARES, INC.
2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1
Establishment and Effective Date. Home BancShares, Inc., an
Arkansas
corporation (the "Company"), hereby establishes a stock incentive
plan to be
known as the Home BancShares, Inc. 2006 Stock Option and
Performance Incentive
Plan (the "Plan"). The Plan shall become effective on March ____,
2006, subject
to the approval of the Company's stockholders at the 2006 Annual
Meeting. Upon
approval of the Plan by the Board of Directors of the Company (the
"Board"),
awards may be made as provided herein, subject to stockholder
approval.
1.2
Purpose. The Company desires to attract and retain the best
available
executive and key Employees for itself and its subsidiaries and to
encourage the
highest level of performance by such Employees in order to serve
the best
interests of the Company and its stockholders. The Plan is expected
to
contribute to the attainment of these objectives by offering
eligible Employees
the opportunity to acquire stock ownership interests in the
Company, and other
rights with respect to stock of the Company, and to thereby provide
them with
incentives to put forth maximum efforts for the success of the
Company and its
subsidiaries.
1.3.
Furthermore, this Plan is an amendment and restatement of the
Cabot
Bankshares, Inc. Non-Qualified Stock Option Plan; Employee
Incentive Stock
Option Plan; Stock Option Plan for Directors, Officers and
Employees of Marine
Bank of the Florida Keys; Home BancShares 1999 Stock and Incentive
Compensation
Plan Special Employee and Director Award; Home BancShares 1999
Stock and
Incentive Compensation Plan; North Little Rock Bancshares, Inc.
2000 Stock and
Incentive Compensation Plan; Home BancShares 2005 Appreciation
Rights Incentive
Compensation Plan; and any other prior plan of the Company or a
predecessor in
effect prior to the Effective Date of this Plan under which stock
options or
other equity awards covering the Company's Stock remain outstanding
to a service
provider (the "Prior Plans"). This Plan document therefore is
intended to
preserve material rights and features of the Prior Plans, and
should any
material provision of this Plan be determined to impair the rights
of an
Employee under an Award granted prior to the Effective Date of this
restated
Plan, the Award Agreement covering the Award shall instead be
treated as
including the material provision as an explicit term.
ARTICLE 2
AWARDS
2.1
Form of Awards. Awards under the Plan may be granted in any one or
all
of the following forms: (i) incentive stock options ("Incentive
Stock Options")
meeting the requirements of Section 422 of the Internal Revenue
Code of 1986, as
amended (the "Code"); (ii)
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nonstatutory stock options ("Nonstatutory Stock Options") (unless
otherwise
indicated, references in the Plan to "Options" shall include both
Incentive
Stock Options and Nonstatutory Stock Options); (iii) stock
appreciation rights
("Stock Appreciation Rights"), as described in Article 7, which may
be awarded
either in tandem with Options ("Tandem Stock Appreciation Rights")
or on a
stand-alone basis ("Nontandem Stock Appreciation Rights"); (iv)
shares of Common
Stock (as defined below) which are restricted as provided in
Article 11
("Restricted Shares"); (v) units representing shares of Common
Stock, as
described in Article 12 ("Performance Shares"); (vi) units which do
not
represent shares of Common Stock but which may be paid in the form
of Common
Stock, as described in Article 13 ("Performance Units"); (vii)
shares of
unrestricted Common Stock ("Unrestricted Shares"); and (viii) tax
offset
payments ("Tax Offset Payments"), as described in Article 15.
2.2
Maximum Shares Available. The maximum aggregate number of shares of
the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), available
for award as Options, Restricted Shares, Performance Shares,
Performance Units
and Unrestricted Shares under the Plan, including shares of Common
Stock awarded
as Tax Offset Payments, is 800,000 and the maximum aggregate number
of Stock
Appreciation Rights is 1,200,000, all of which are subject to
adjustment
pursuant to Article 16. Shares of Common Stock issued pursuant to
the Plan may
be either authorized and unissued shares or issued shares
reacquired by the
Company. In the event that prior to the end of the period during
which Options
may be granted under the Plan, any Option or any Nontandem Stock
Appreciation
Right under the Plan expires unexercised or is terminated,
surrendered or
canceled (other than in connection with the exercise of a Stock
Appreciation
Right) without being exercised in whole or in part for any reason,
or any
Restricted Shares, Performance Shares or Performance Units are
forfeited, or if
such awards are settled in cash in lieu of shares of Common Stock,
then such
shares or units may, at the discretion of the Committee
(hereinafter defined) to
the extent permissible under Rule 16b-3 under the Securities
Exchange Act of
1934 (the "Act"), be made available for subsequent awards under the
Plan, upon
such terms as the Committee may determine.
2.3
Return of Prior Awards. As a condition to any subsequent award,
the
Committee shall have the right, at its discretion, upon replacement
with a new
award of a substantially similar monetary amount, to require
Employees to return
to the Company awards previously granted under this Plan. Subject
to the
provisions of this Plan, such new award shall be upon such terms
and conditions
as are specified by the Committee at the time the new award is
granted to the
extent permitted by Rule 16b-3 under the Act.
ARTICLE 3
ADMINISTRATION
3.1
Committee. The Plan shall be administered by the Compensation
Committee
(the "Committee") of the Board. Each member of the Committee shall
be an
"outside director" (within the meaning of Section 162(m) of the
Code) and a
"non-employee director" (within the meaning of Rule 16b-3(b)(3)(i)
under the
Act); and an independent director within the meaning of NASD
listing standards.
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3.2
Powers of Committee. Subject to the express provisions of the Plan,
the
Committee shall have the power and authority (i) to grant Options
and to
determine the purchase price of the Common Stock covered by each
Option, the
term of each Option, the number of shares of Common Stock to be
covered by each
Option and any performance objectives or vesting standards
applicable to each
Option, (ii) to designate Options as Incentive Stock Options or
Nonstatutory
Stock Options and to determine which Options, if any, shall be
accompanied by
Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock
Appreciation
Rights and Nontandem Stock Appreciation Rights and to determine the
terms and
conditions of such rights; (iv) to grant Restricted Shares and to
determine the
term of the restricted period and other conditions and restrictions
applicable
to such shares; (v) to grant Performance Shares and Performance
Units and to
determine the performance objectives, performance periods and other
conditions
applicable to such shares or units; (vi) to grant Unrestricted
Shares; (vii) to
determine the amount of, and to make, Tax Offset Payments; and
(viii) to
determine to whom, and the time or times at which, Options, Stock
Appreciation
Rights, Restricted Shares, Performance Shares, Performance Units
and
Unrestricted Shares shall be granted.
3.3
Delegation. The Committee may delegate to one or more of its
members or
to any other person or persons such ministerial duties as it may
deem advisable;
provided, however, that the Committee may not delegate any of
its
responsibilities hereunder if such delegation will cause (i)
transactions under
the Plan to fail to comply with Section 16 of the Act or (ii) the
Committee to
fail to qualify as "outside directors" under Section 162(m) of the
Code. The
Committee may also employ attorneys, consultants, accountants or
other
professional advisors and shall be entitled to rely upon the
advice, opinions or
valuations of any such advisors.
3.4
Interpretations. The Committee shall have sole discretionary
authority
to interpret the terms of the Plan, to adopt and revise rules,
regulations and
policies to administer the Plan and to make any other factual
determinations
which it believes to be necessary or advisable for the
administration of the
Plan. All actions taken and interpretations and determinations made
by the
Committee in good faith shall be final and binding upon the
Company, all
Employees who have received awards under the Plan and all other
interested
persons.
3.5
Liability; Indemnification. No member of the Committee, nor any
Employee to whom ministerial duties have been delegated, shall be
personally
liable for any action, interpretation or determination made with
respect to the
Plan or awards made thereunder, and each member of the Committee
shall be fully
indemnified and protected by the Company with respect to any
liability he or she
may incur with respect to any such action, interpretation or
determination, to
the extent permitted by applicable law and to the extent provided
in the
Company's Certificate of Incorporation and Bylaws, as amended from
time to time.
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ARTICLE 4
ELIGIBILITY
Awards may be granted to officers, Employees, directors,
consultants, and
other key persons of the Company and its subsidiaries (herein
referred to
collectively as "Employees"). In determining to whom awards shall
be granted and
the number of shares to be covered by each award, the Committee
shall take into
account the nature of the services rendered by such person, their
present and
potential contributions to the success of the Company and its
subsidiaries and
such other factors as the Committee in its sole discretion shall
deem relevant.
As used in this Plan, the term "subsidiary" shall mean any
corporation which at
the time qualifies as a subsidiary of the Company under the
definition of
"subsidiary corporation" set forth in Section 424(f) of the Code,
or any
successor provision hereafter enacted.
ARTICLE 5
STOCK OPTIONS
5.1
Grant of Options. Options may be granted under this Plan for
the
purchase of shares of Common Stock. Options shall be granted in
such form and
upon such terms and conditions, including the satisfaction of
corporate or
individual performance objectives and other vesting standards, as
the Committee
shall from time to time determine.
5.2
Option Price. The option price of each Option to purchase Common
Stock
shall be determined by the Committee at the time of grant, but
shall not be less
than 100 percent of the fair market value of the Common Stock
subject to such
Option on the date of grant. The option price so determined shall
also be
applicable in connection with the exercise of any Tandem Stock
Appreciation
Right granted with respect to such Option. The exercise price of an
Option
previously granted under the Plan shall not thereafter be reduced
other than
pursuant to the provisions of Article 16 or Article 17.
5.3
Term of Options. The term of each Option granted under the Plan
shall
not exceed ten (10) years from the date of grant, subject to
earlier termination
as provided in Articles 9 and 10, except as otherwise provided in
Section 6.1
with respect to ten (10) percent stockholders of the Company and
except as
provided in prior grants.
5.4
Exercise of Options. An Option may be exercised, in whole or in
part,
at such time or times as the Committee shall determine. The
Committee may, in
its discretion, accelerate the exercisability of any Option at any
time. Options
may be exercised by an Employee by giving written notice to the
Committee
stating the number of shares of Common Stock with respect to which
the Option is
being exercised and tendering payment therefor. Payment for the
Common Stock
issuable upon exercise of the Option shall be made in full in cash,
or by
certified check or, if the Committee, in its sole discretion,
permits, in shares
of Common Stock (valued at fair market value on the date of
exercise). As soon
as reasonably practicable following such
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exercise, a certificate representing the shares of Common Stock
purchased,
registered in the name of the Employee, shall be delivered to the
Employee.
5.5
Cancellation of Stock Appreciation Rights. Upon exercise of all or
a
portion of an Option, the related Tandem Stock Appreciation Rights
shall be
canceled with respect to an equal number of shares of Common
Stock.
ARTICLE 6
SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS
6.1
Ten Percent Stockholder. Notwithstanding any other provision of
this
Plan to the contrary, no person may receive an Incentive Stock
Option under the
Plan if such person, at the time the award is granted, owns (after
application
of the rules contained in Section 424(d) of the Code) stock
possessing more than
ten (10) percent of the total combined voting power of all classes
of stock of
the Company or its subsidiaries, unless (i) the option price for
such Incentive
Stock Option is at least 110 percent of the fair market value of
the Common
Stock subject to such Incentive Stock Option on the date of grant
and (ii) such
Option is not exercisable after the date five (5) years from the
date such
Incentive Stock Option is granted.
6.2 Limitations on
Time of Grants. No grant of an Incentive Stock Option
shall be made under this Plan after the termination date set forth
in Section
19.10 hereof.
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1
Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights
may be awarded by the Committee in connection with any Option
granted under the
Plan, either at the time the Option is granted or thereafter at any
time prior
to the exercise, termination or expiration of the Option. Nontandem
Stock
Appreciation Rights may also be granted by the Committee at any
time. At the
time of grant of a Nontandem Stock Appreciation Right, the
Committee shall
specify the number of shares of Common Stock covered by such right
and the base
price of shares of Common Stock to be used in connection with the
calculation
described in Section 7.4 below. The base price of a Nontandem Stock
Appreciation
Right shall be not less than 100 percent of the fair market value
of a share of
Common Stock on the date of grant. Stock Appreciation Rights shall
be subject to
such terms and conditions not inconsistent with the other
provisions of this
Plan as the Committee shall determine.
7.2
Limitations on Exercise. A Tandem Stock Appreciation Right shall
be
exercisable only to the extent that the related Option is
exercisable and shall
be exercisable only for such period as the Committee may determine
(which period
may expire prior to the expiration date of the related Option).
Upon the
exercise of all or a portion of Tandem Stock Appreciation Rights,
the related
Option shall be canceled with respect to an equal number of shares
of Common
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Stock. Shares of Common Stock subject to Options or portions
thereof,
surrendered upon exercise of a Tandem Stock Appreciation Right,
shall not be
available for subsequent awards under the Plan. A Nontandem Stock
Appreciation
Right shall be exercisable during such period as the Committee
shall determine.
7.3
Surrender or Exchange of Tandem Stock Appreciation Rights. A
Tandem
Stock Appreciation Right shall entitle the grantee to surrender to
the Company
unexercised the related Option, or any portion thereof, and to
receive from the
Company in exchange therefor that number of shares of Common Stock
having an
aggregate fair market value equal to (A) the excess of (i) the fair
market value
of one (1) share of Common Stock as of the date the Tandem Stock
Appreciation
Right is exercised over (ii) the option price per share specified
in such
Option, multiplied by (B) the number of shares of Common Stock
subject to the
Option, or portion thereof, which is surrendered. Cash shall be
delivered in
lieu of any fractional shares.
7.4
Exercise of Nontandem Stock Appreciation Rights.. The exercise of
a
Nontandem Stock Appreciation Right shall entitle the grantee to
receive from the
Company that number of shares of Common Stock having an aggregate
fair market
value equal to (A) the excess of (i) the fair market value of one
(1) share of
Common Stock as of the date on which the Nontandem Stock
Appreciation Right is
exercised over (ii) the base price of the shares covered by the
Nontandem Stock
Appreciation Right, multiplied by (B) the number of shares of
Common Stock
covered by the Nontandem Stock Appreciation Right, or the portion
thereof being
exercised. Cash shall be delivered in lieu of any fractional
shares.
7.5
Settlement of Stock Appreciation Rights. As soon as is
reasonably
practicable after the exercise of a Stock Appreciation Right, the
Company shall
(i) issue, in the name of the grantee, stock certificates
representing the total
number of full shares of Common Stock to which the grantee is
entitled pursuant
to Section 7.3 or 7.4 hereof and cash in an amount equal to the
fair market
value, as of the date of exercise, of any resulting fractional
shares, and (ii)
if the Committee causes the Company to elect to settle all or part
of its
obligations arising out of the exercise of the Stock Appreciation
Right in cash
pursuant to Section 7.6, deliver to the grantee an amount in cash
equal to the
fair market value, as of the date of exercise, of the shares of
Common Stock it
would otherwise be obligated to deliver.
7.6
Cash Settlement. The Committee, in its discretion, may cause
the
Company to settle all or any part of its
