STOCK OPTION AGREEMENT HOME BANCSHARES, INC. 2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN (HBI Officer)
STOCK OPTION AGREEMENT
HOME BANCSHARES, INC.
2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(HBI Officer)
HOME BANCSHARES, INC.
2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(HBI Officer)
STOCK OPTION AGREEMENT, hereinafter referred to as the “Option” or the “Agreement” made
on March 13, 2006 between Home BancShares, Inc., an
Arkansas corporation (the “Company”) and
(“Optionee”).
The Company, pursuant to the terms of the Home BancShares, Inc. 2006 Stock Option and
Performance Incentive Plan adopted by the Company’s Board of Directors on March 13, 2006 (the
“Plan”), hereby grants an option of shares of Common Stock of the Company, par value $0.01
per share (“Common Stock”) to the Optionee at the price and in all respects subject to the terms,
definitions and provisions of the Agreement.
1. Option Price. The Option price is $ for each share.
2. Exercise and Option. This Option shall vest on January 1, 2010 (“Vesting Date”) subject
to the satisfaction of the following performance goals:
(a) Performance Goals.
(b) Eligibility Award.
(c) Method of Exercise. This Option shall be exercisable by a written notice, which shall:
(i) state the election to exercise the Option, the number of shares in
respect of which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such persons);
(ii) contain such representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company’s counsel;
(iii) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option.
(iv) be accompanied by payment to the Company of the full Option price
for the shares with respect to which the Option is exercised. The option
price shall be paid in the following manner:
(i) full payment in cash or equivalent;
(ii) full payment in shares of Common Stock, which shall have been
held for more than six (6) months, having a fair market value on the
Exercise Date equal to the option price; or
(iii) any combination of (i) or (ii), equal to the aggregate to the option
price.
price.
(d) Securities Exemption. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock purchased upon the exercise of an option (i) prior to the
completion of any registration or other qualification of such shares under any state or federal
laws or rulings or regulations of any government regulatory body, which the Company shall determine
to be necessary or advisable or, (ii) prior to receiving an opinion of counsel, satisfactory to the
Company that the sale or issuance of such shares is exempt from these registration or qualification
requirements.
(e) Restrictions on Exercise. As a condition to the exercise of this Option, the Company may
require the person exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
(f) Termination, Death & Disability.
(i) In the event the employment of the Optionee shall be terminated by the Company
without cause, this Option will vest immediately and may be exercised (to the
extent that the Optionee was entitled to do so on the date of the termination of
his employment) at any time within three (3) months after such termination of
employment.
(ii) In the event the employment of the Optionee shall be terminated by the
Employee for any reason other than death or disability, this Option shall be
forfeited.
(iii) In the event Optionee shall become totally disabled, this Option may vest
immediately and may be exercised at any time within twelve (12) months after such
disability to the extent Optionee was entitled to do so on the date of disability.
(iv) If Optionee shall die while employed by the Company, this Option shall vest
immediately and become immediately exercisable by the Optionee’s estate or by the
person who acquires the right to exercise such Option upon his or her death by
bequest or inheritance to the extent that the Optionee was entitled to do so on the
date of his death. Such exercise may occur at any time within one (1) year after
the date of the Optionee’s death or such other period as the Committee may at any
time provide, but in no case later than the date on which the Option would
otherwise terminate.
(v) This Option sale terminates the day before the 10th anniversary of the
Award.
3. Non Transferability of Option. This Option may not be assigned or transferred other than
by will or the laws of descent and distribution and may be exercised during the lifetime of the
Optionee only by him.
4. Stock Subject to the Option. In addition to the restrictions set forth above, the Company
and the Optionee agree that the Common Stock of the Company acquired pursuant to this Agreement
shall be subject to the restrictions set forth in the Plan.
5. Adjustments Upon Changes in Capitalization. The number of shares of Common Stock subject
to this Agreement shall be proportionately adjusted for any change in the stock structure of the
Company because of share dividends, recapitalization, reorganizations, mergers or other
restructuring.
6. Notices. Each notice relating to this Agreement shall be in writing and delivered in
person or by certified mail to the proper address.
Each notice shall be deemed to have been given on the date it is received. Each notice to the
Company shall be addressed to it at its principal office, now at 000 Xxxxxxxxx, Xxxxxx, Xxxxxxxx
00000, attention Xxxxx Xxxxx. Each notice to the Optionee or other person or persons then entitled
to exercise the Option shall be addressed to the Optionee or such other person or persons at the
Optionee’s address set forth in the heading of this Agreement. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that effect.
7. Sale or Merger. Options shall vest immediately upon the sale or merger of HBI whereby HBI
is not the surviving entity. The option shall be exercisable to the extent Optionee was entitled
to do so at the time of sale or merger.
8. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon
each successor of the Company. All obligations imposed upon the Optionee and all rights granted to
the Company under this Agreement shall be binding upon Optionee’s heirs, legal representatives, and
successors. This Agreement shall be sole and exclusive source of any and all rights which the
Optionee, his heirs, legal representatives or successors may have in respect to the Plan or any
options or Common Stock granted or issued hereunder, whether to himself or to any other person.
9. Plan Amendments. This Agreement shall be subject to the terms of the Plan as amended
except that the Award that is the subject of this Agreement may not in any way be restricted or
limited by any Plan amendment or termination approved after the date of the award without the
Recipient’s written consent.
10. Successors. This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
11. Terms. Any terms used in this Agreement that are not otherwise defined shall have the
meanings prescribed to them in the Plan.
12. Entire Agreement. This Agreement contains the entire understanding of the parties and
shall not be modified or amended except in writing and duly signed by the parties. No waiver by
either party of any default under this Agreement shall be deemed a waiver of any later default.
IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed as
of the day, month and year first above written.
| HOME BANCSHARES, INC. |
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| By: | ||||
| Xxxx X. Xxxxxxx, President/CEO | ||||
| By: | ||||
