CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this Agreement) is made effective as of this 6th day of August, 2020, by and between Centennial Bank (Centennial), Home BancShares, Inc. (HBI, and together with Centennial, the Company), and (Employee).
WHEREAS, the Employee is a senior employee of the Company and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth, and financial strength of the Company;
WHEREAS, the board of directors of HBI (the Board) recognizes that, as is the case for most publicly held companies, the possibility of an acquisition, merger or other corporate transactional event exists and it is in the Companys best interest to retain Employee and reward Employee for assisting the Company through any such transactional event;
WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain benefits for valued employees such as Employee, applicable in the event of such corporate transactional event;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Definitions. For purposes of this Agreement, and except as otherwise defined herein, the following terms shall have the following meanings:
a. Base Amount shall mean the average annual compensation which (i) was payable to Employee by HBI and its affiliates and (ii) was includible in the gross income of the Employee for the most recent five taxable years ending before the date on which a Change in Control occurs, which as of the date of this Agreement is the same meaning ascribed to the term base amount in Section 280G(b)(3)(A) of the Code.
b. Beneficial Owner has the meaning ascribed to it in Rule 13d-3 and Rule 13d-5 under the Exchange Act; except that, in calculating the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities, provided such right is currently exercisable or is exercisable only after the passage of time. The term Beneficial Ownership has a corresponding meaning.
c. Board means the board of directors of HBI.
d. Cause shall mean any one of the following events as determined by the Company in its reasonable discretion: (a) the Employees willful failure to perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); (b) the