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Section 1: 8-K (8-K)

pnfp-20200121
0001115055FALSE00011150552020-01-212020-01-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2020

PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
Tennessee000-3122562-1812853
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
 Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (615) 744-3700
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock par value $1.00PNFPNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Performance Unit Awards. Effective January 23, 2020, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of Pinnacle Financial Partners, Inc. (the “Company”) adopted and approved the form of Named Executive Officer Performance Unit Award Agreement (the “PSU Award Agreement”), which governs grants of Performance Units (“Performance Units”) for those employees that are expected to be identified as the Company’s “Named Executive Officers” in the Company’s proxy statement for its 2020 annual meeting of shareholders (the “Named Executive Officers”).

Pursuant to the terms of the PSU Award Agreements, the Committee granted the Named Executive Officers Performance Units that will be settled in shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), based on the Company achieving performance goals for each of the fiscal years ending December 31, 2020, December 31, 2021 and December 31, 2022 (each such fiscal year is referred to herein as a “Performance Period”) and thereafter remaining an employee of the Company for a one-year period following the end of the Performance Period. With respect to each Performance Period, the number of shares of Common Stock that a Named Executive Officer will be entitled to receive, if any, will be determined based on the Company’s return on average tangible assets for the relevant Performance Period (excluding the impact of items described in more detail in the PSU Award Agreement).

The target and maximum number of shares that each Named Executive Officer will be entitled to receive pursuant to the PSU Award Agreement in each of the three Performance Periods are as follows:

EmployeeTarget Number of Shares That May Be Earned for Each Performance PeriodMaximum Number of Shares That May Be Earned for Each Performance Period
M. Terry Turner15,686  23,528  
Robert A. McCabe, Jr.14,901  22,354  
Richard D. Callicutt, II5,409  8,113  
Hugh M. Queener4,598  6,896  
Harold R. Carpenter4,787  7,183  

All Performance Units will be settled in shares of Common Stock as soon as practicable following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, but in no event later than March 15, 2025 so long as the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned (the “NPA Ratio”) as of December 31, 2024 is less than the targeted ratio described in the PSU Award Agreement. In the event that a Named Executive Officer’s employment terminates by reason of retirement, the Named Executive Officer shall be entitled to receive the number of Performance Units that would have been earned by the Named Executive Officer for the Performance Period in which the retirement occurred based on a pro rata calculation of the number of days worked during the Performance Period, plus any other Performance Units earned by the Named Executive Officer for a completed Performance Period, with such Performance Units settling into shares of Common Stock following the calculation, and subject to the achievement, of the NPA Ratio as of December 31, 2024. In the event that a Named Executive Officer’s employment is terminated other than for death, disability or retirement, the Named Executive Officer shall forfeit all Performance Units for which the Performance Period and service period has not been completed but shall retain such Performance Units for which the Performance Period and service period have been completed, which units shall be settled into shares of Common Stock following the calculation, and subject to the achievement, of the NPA Ratio as of December 31, 2024.

Any shares of Common Stock for which the performance targets or employment service period identified above are not met will be immediately forfeited and the award recipient will have no further rights with respect to such shares of Common Stock (including any dividends attributable thereto); provided, however, that if the Committee determines that an event has occurred which is outside the ordinary course and has impacted the NPA Ratio as of December 31, 2024, the Committee will have the right, in its sole and absolute discretion, to increase or



decrease the vesting target to reflect such event for purposes of determining whether the forfeiture restrictions with respect to such shares of Common Stock shall lapse.

No Named Executive Officer shall have voting rights with respect to the Performance Units prior to such units’ settlement, if any, into shares of Common Stock. The Performance Units may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of prior to the date the forfeiture restrictions with respect to such units have lapsed (including the achievement of the NPA Ratio), if at all.

Any dividends paid by the Company on shares of Common Stock while the Performance Units remain outstanding shall accrue for the benefit of the Named Executive Officers but shall not be paid to the Named Executive Officers until such time as the shares of Common Stock issuable in settlement of the Performance Units, if any, shall be issued (and then only to the extent that the dividends are attributable to such shares).

In the event that a Change in Control (as defined in the PSU Award Agreement) occurs prior to the end of any Performance Period, the Committee shall determine, based on the Company’s performance for any Performance Periods prior to such Change in Control, the number of Performance Units that would be expected to be earned by a Named Executive Officer for the remainder of the Performance Periods and the Named Executive Officer will be vested in the greater of such number of Performance Units and the number of Performance Units that the Named Executive Officer would earn based on “target” level of performance. Such Performance Units shall be settled in a like number of shares of Common Stock that shall not be subject to any further forfeiture restrictions.

The foregoing summary of the PSU Award Agreement is qualified in its entirety by reference to the form of PSU Award Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

2020 Cash Incentive Plan. Effective January 21, 2020, the Committee approved the Pinnacle Financial Partners, Inc. 2020 Annual Cash Incentive Plan (the “Plan”). Pursuant to the Plan, all employees of the Company compensated via a predetermined salary or hourly wage, including the Named Executive Officers, are eligible to receive targeted cash incentive payments ranging from 10 percent to 100 percent of the participant’s base salary in the event that Pinnacle Bank’s ratio of classified assets to the sum of Pinnacle Bank’s tier 1 risk-based capital and its allowance for loan losses (the “Classified Asset Ratio”) is not more than a predetermined ratio and (i) the Company meets (A) targeted levels of fully diluted earnings per share (“diluted EPS”) and (B) certain deposit volume and rate goals approved quarterly by the Committee, excluding, in each case, such items as the Committee may determine and as described in the Plan, and (ii) in certain cases, the employee meets certain individual performance objectives. Payments under the Plan will be based 80% on the diluted EPS goal and 20% on the deposit goals. Each participant will be assigned an “award tier” based on their position within the Company, his or her experience level or other factors. For performance that exceeds targeted levels participants may receive up to 125% of the percentage of their base salary. Participant awards may be increased or decreased as a result of the participant’s performance evaluation for 2020 such that the participant’s target award may be adjusted up or down based on their final performance rating. Participant awards may also be increased or decreased at the Committee’s discretion.

Set out below are the percentages of each of the Named Executive Officers’ base salaries that may be earned at “target” and “maximum” level payout (without giving effect to the application of the positive or negative adjustment that the Committee may approve):
EmployeePercentage of Base Salary at Target Level PayoutPercentage of Base Salary at Maximum Level Payout
M. Terry Turner100%125%
Robert A. McCabe, Jr.100%125%
Richard D. Callicutt, II75%93.75%
Hugh M. Queener75%93.75%
Harold R. Carpenter75%93.75%





The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Named Executive Officers 2020 Performance Unit Award Agreement

10.2 Pinnacle Financial Partners, Inc. 2020 Annual Cash Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.

 By:/s/Harold R. Carpenter
 Name:Harold R. Carpenter
 Title:Executive Vice President and
  Chief Financial Officer

Date: January 24, 2020


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Section 2: EX-10.1 (EX-10.1)

Document

PINNACLE FINANCIAL PARTNERS, INC.

NAMED EXECUTIVE OFFICERS
2020 PERFORMANCE UNIT AWARD AGREEMENT

THIS PERFORMANCE UNIT AWARD AGREEMENT (the "Agreement") is by and between Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), and ___________ (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. 2018 Omnibus Equity Incentive Plan (the "Plan").

Section 1. Performance Unit Award.

(a) Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Subject to, and in accordance with, the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets exceeds the applicable levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

a.Settlement of Performance Units. The Performance Units earned pursuant to Section 1(a) shall not be settled in shares of the Company’s Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “NPA Ratio”) is equal to or less than [ ] as of December 31, 2024. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 2024 was equal to or less than [ ], on a date selected by the Company as soon as practicable after filing the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”) or such



other regulatory body or agency as such Annual Report shall be required to be filed, but in no event later than March 15, 2025 or the date by which such Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Company was at such time still required to file such reports, the Company shall issue, or cause the Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate or book entry notation representing the number of shares of the Company’s Common Stock into which the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be settled in accordance with Section 1(a) of this Agreement and the Performance Measures attached hereto as Exhibit A. Until shares of the Company’s Common Stock are delivered to the Grantee in settlement of the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Performance Units (and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with respect to distributions or dividends declared or paid on the Company’s Common Stock prior to the issuance of the shares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.

Section 2. Calculation of NPA Ratio. In the event that the Human Resources and Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company determines that an event has occurred during the fiscal year ended December 31, 2024 which is outside the ordinary course and has impacted Pinnacle Bank’s NPA Ratio for such fiscal year, the Compensation Committee shall have the right, in its sole and absolute discretion, to increase or decrease the NPA Ratio to reflect such event for purposes of determining whether shares of the Company’s Common Stock shall be issuable in settlement of the Performance Units earned for a Performance Period.

Section 3. Dividend Equivalents and Dividends.

(a) Crediting of Dividend Equivalents on Performance Units. Subject to this Section 3, dividend equivalents shall be credited on the Grantee’s Performance Units (other than Performance Units that, at the relevant record date, previously have been settled in shares of the Company’s Common Stock or forfeited) as follows:

(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of cash, then the Grantee shall be credited with an amount equal to (A) the amount of such dividend on each outstanding share of Common Stock, multiplied by (B) the Maximum Amount of Performance Units that may still vest under this Agreement as of the record date for such dividend or distribution.

(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of property other than shares, then a number of additional Performance Units shall be credited to the Grantee as of the payment date for such dividend or distribution equal to (A) the Maximum Amount of Performance Units that may still vest under this Agreement as of the record date for such dividend or distribution



multiplied by (B) the fair market value (as determined by the Compensation Committee) of such property actually paid as a dividend or distribution on each outstanding share of Common Stock at such payment date, divided by (C) the Fair Market Value of a share of the Company’s Common Stock at such payment date.

(iii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of additional shares of Common Stock, or there occurs a forward split of the Company’s Common Stock, then a number of additional Performance Units shall be credited to the Grantee as of the payment date for such dividend or distribution or forward split equal to (A) the Maximum Amount of Performance Units that may still vest under this Agreement as of the record date for such dividend or distribution, multiplied by (B) the number of additional shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock.

(b) Adjustment of Dividend Equivalents on Performance Units. If any Performance Unit granted under this Agreement is not earned (or is otherwise forfeited) for any reason, including as a result of (i) the failure of the Company to achieve Return on Average Tangible Assets for any Performance Period at or above any minimum or threshold level required pursuant to the Performance Measures attached hereto as Exhibit A; (ii) the failure of Pinnacle Bank’s NPA Ratio as of December 31, 2024 to be equal to or less than [ ]; (iii) the Grantee’s employment with the Company, or any Subsidiary or Affiliate thereof, terminating prior to the one-year anniversary of the last day of an applicable Performance Period; or (iv) the extent to which the Maximum Amount of Performance Units are not earned, any dividend or distribution previously credited with respect to such Performance Unit, whether in the form of cash, property or additional Performance Units, shall be forfeited on the date on which the underlying Performance Units are forfeited.

(c) Payment of Dividend Equivalents on Performance Units. Any cash credited to the Grantee under Section 3(a)(i) of this Agreement prior to the vesting of the Performance Units on which such cash is credited shall be accrued (without interest and earnings) rather than paid to the Grantee when such dividend or distribution is paid. At the time a Performance Unit is settled into shares of the Company’s Common Stock pursuant to Section 1(b) of this Agreement, the Company shall pay to the Grantee any amounts accrued in respect of dividends or distributions on those Performance Units that are so settled. Any additional Performance Units credited to the Grantee pursuant to Section 3(a)(ii) or (iii) of this Agreement shall vest and, thereafter be settled in a like number of shares of the Company’s Common Stock, only if (i) and to the extent the Performance Measures applicable to the Performance Units on which such additional Performance Units were payable are achieved; (ii) Pinnacle Bank’s NPA Ratio as of December 31, 2024 is equal to or lower than [ ]; and (iii) the Grantee’s employment with the Company, or an Subsidiary or Affiliate thereof, did not terminate prior to the one-year anniversary of the last day of the Performance Period applicable to such Performance Units.

Section 4. Termination/Change of Status.

(a) Termination Other Than for Death, Disability or Retirement. In the event that the Grantee's employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death, Disability or Retirement, all Performance Units for



which the Performance Measures set forth in Exhibit A have not been achieved and for which the Grantee has not been employed for the Required Employment Period, in each case, as of the date the Grantee’s employment terminates (but not shares of the Company’s Common Stock that may be issuable in settlement of Performance Units that have been earned pursuant to Section 1(a) as of such date) shall be immediately forfeited and the Grantee shall have no further rights with respect to such Performance Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Performance Units. The Grantee, however, shall remain entitled to receive shares of the Company’s Common Stock issuable in settlement of Performance Units for which the Performance Measures set forth on Exhibit A and the Required Employment Period had been achieved as of the date the Grantee’s employment terminates, but only if Pinnacle Bank’s NPA Ratio as of December 31, 2024 is equal to or less than [ ]. Any shares of the Company’s Common Stock issuable pursuant to this Section 4(a) shall be issued in accordance with the terms of Section 1(b) of this Agreement.

(b) Termination for Death or Disability. In the event that the Grantee’s employment terminates by reason of death or Disability the forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date that the Grantee’s employment terminates by reason of death or Disability shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ]. Such shares shall be issued to the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date of the Grantee’s termination of employment on account of death or Disability. In addition, as of the date the Grantee’s employment terminates on account of death or Disability, as applicable, the forfeiture restrictions shall lapse on that number of Performance Units granted under this Agreement for which the Performance Period was not completed as of such date as the Compensation Committee may determine, based on the Company’s actual performance in respect of the Performance Measures related to the Performance Units for the period from the date of this Agreement through the date the Grantee’s employment terminates on account of death or Disability, as applicable, as would be expected to lapse for those Performance Periods that are not yet completed, or if such number of Performance Units is not then determinable, in the Target Amount of Performance Units, and the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ]. Any shares of the Company’s Common Stock issued pursuant to the immediately preceding sentence shall be issued on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date the Grantee’s employment terminates on account of death or Disability.

(c) Termination for Retirement. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than



[ ], the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vest, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than [ ], the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ].

Section 5. No Transfer or Pledge of Units. The Performance Units issued hereunder may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

Section 6. Withholding of Taxes. Upon the issuance of shares of the Company’s Common Stock (and any cash or other property paid with respect thereto) pursuant to Section 1(b), the Company shall cancel such number of shares of the Company’s Common Stock (or withhold cash or other property) having an aggregate Fair Market Value, on the date immediately prior to the date of such withholding, in an amount required to satisfy the Company’s applicable withholding obligations or withholding taxes as set forth by Internal Revenue Service guidelines at a rate not to exceed the maximum statutory rate applicable to withholding with respect to the Grantee (the “Withholding Taxes”). The Company shall deduct from any payment of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes with respect to the Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of Performance Units). In addition, and in lieu of the foregoing, the Company reserves the right to satisfy any obligation to satisfy Withholding Taxes with respect to the Grantee’s receipt of the Award (and the settlement of Common Stock, cash or other property related thereto) from any other compensation or amount owing to such Grantee (in cash, Shares, other securities, other Awards or other property) or from a direct cash remittance from the Grantee.




Section 7. Change in Control. Upon the occurrence of a Change in Control (as defined in the Plan) prior to the vesting of a portion of the Performance Units awarded hereunder, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Company’s actual performance in respect of the Performance Measures related to the Performance Units for the period from the date of this Agreement through the date the Compensation Committee makes such determination, the number of Performance Units for which the forfeiture restrictions would be expected to lapse for the Performance Periods that are not yet completed at such time as the Compensation Committee makes its determination and the Grantee shall vest, immediately prior to the consummation of such Change in Control, in the greater of (i) such number of Performance Units as the Compensation Committee shall determine and (ii) the Target Amount of Performance Units for such Performance Periods as are not then completed. The Grantee shall be entitled to receive, immediately prior to the consummation of the Change in Control, in settlement of such Performance Units a like number of shares of the Company’s Common Stock, together with such number of shares of the Company’s Common Stock as are issuable to the Grantee in settlement of Performance Units earned by the Grantee for any Performance Periods that are at such time completed, without regard to whether the Grantee’s employment continued for any Required Employment Period or Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ].

Section 8. No Right to Continued Employment. This Agreement shall not be construed as giving the Grantee the right to be retained in the employ of the Company (or any other Subsidiary or Affiliate of the Company), and the Company (or any other Subsidiary or Affiliate of the Company) may at any time dismiss the Grantee from employment, free from any liability or any claim under the Plan or this Agreement.

Section 9. Governing Provisions. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

Section 10. Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the compensation to be paid to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations, and this Agreement shall be interpreted consistently therewith. However, to the extent the payment of any compensation hereunder in connection with the Grantee’s termination of employment does not qualify for an exception from treatment as “deferred compensation” subject to Section 409A of the Code, then (a) such amount shall not be payable unless the Grantee’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Regulations and (b) if the Grantee is a “specified employee” at such time for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed payment of any portion of the Performance Units or shares of the Company’s Common Stock to which the Grantee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Performance Units or shares of the Company’s Common Stock shall not be paid to Grantee prior to the earlier of (x) the expiration of the six-month period measured from the date of the Grantee’s “separation from service” with the Company or (y) the date of the Grantee’s death.



Upon the earlier of such dates, settlement of all Performance Units shall occur as otherwise provided in this Agreement. In the event compensation payable pursuant to this Agreement is otherwise determined to constitute “deferred compensation” within the meaning of Section 409A of the Code, this Agreement shall be interpreted and administered consistently with the terms thereof.

Section 11. Miscellaneous.

11.1 Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Performance Units and the shares of the Company’s Common Stock that may be issued pursuant to this Agreement, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the Performance Units or the shares of the Company’s Common Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.

11.2 Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.

11.4 Compliance With Laws and Regulations. The award of Performance Units (and, if issued in settlement of Performance Units, shares of the Company’s Common Stock) evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any governmental or regulatory agency as may be required.

11.5 Notice. Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company, to the principal office of the Company, and, if to the Grantee, to the Grantee's last known address provided by the Grantee to the Company.

11.6 Amendment. This Agreement may be amended by the Company, provided that unless the Grantee consents in writing, the Company cannot amend this Agreement if the amendment will materially change or impair the Grantee's rights under this Agreement and such change is not to the Grantee's benefit.

11.7 Successors and Assignment. Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Grantee and their heirs, successors, and assigns. However, the Performance Units may not be assigned or transferred except as otherwise set forth in this Agreement or the Plan.




11.8 Governing Law. This Agreement shall be governed and construed exclusively in accordance with the laws of the State of Tennessee applicable to agreements to be performed in the State of Tennessee.


[Signature page to follow.]



IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement to be effective as of ________ __, 2020.

PINNACLE FINANCIAL PARTNERS, INC.:


   By:_____________________________________
Name: Hugh M. Queener
Title: Chief Administrative Officer and Corporate Secretary

GRANTEE:


By:_______________________________
Name:






EXHIBIT A

Performance Measures


Award Tied to Fiscal 2020 Performance. Should the Company’s Return on Average Tangible Assets for the fiscal year ended December 31, 2020 (“Fiscal 2020”) be less than [___]% (the “Fiscal 2020 Threshold Amount of ROATA”), then one-third of the Performance Units awarded under the Agreement shall be forfeited as of the earlier of the date that the Company’s Annual Report on Form 10-K for Fiscal 2020 is filed with the Securities and Exchange Commission (the “SEC”) or such other regulatory body or agency as such Annual Report shall be required to be filed or the last date that such Form 10-K could be timely filed with the SEC or such other regulatory body or agency, in either case, if the Company is then required to file such reports or, if the Company is not then required to file such reports, the date by which such Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Company was at such time still required to file such reports, and no shares of the Common Stock shall be issued to the Grantee in regards to the portion of the Performance Units granted hereunder related to the Company’s Fiscal 2020 Performance Period.

Should the Company’s Return on Average Tangible Assets for Fiscal 2020 equal [___]% (the “Fiscal 2020 Target Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee, one-third of the Target Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

Should the Company’s Return on Average Tangible Assets for Fiscal 2020 be equal to or greater than [___]% (the “Fiscal 2020 Maximum Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee one-third of the Maximum Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

In the event that the Company’s Return on Average Tangible Assets for the Fiscal 2020 Performance Period is between the Fiscal 2020 Threshold Amount of ROATA and the Fiscal 2020 Target Amount of ROATA or between the Fiscal 2020 Target Amount of ROATA and the Fiscal 2020 Maximum Amount of ROATA, straight line interpolation, rounded up to the next whole share of Common Stock, will be used to determine the number of Performance Units that shall vest and, subject to Grantee’s satisfying the Required Employment Period, be settled in shares of the Company’s Common Stock in accordance with, and subject to, Section 1(b) of the Agreement based on the Fiscal 2020 Performance Period.

Award Tied to Fiscal 2021 Performance. Should the Company’s Return on Average Tangible Assets for the fiscal year ended December 31, 2021 (“Fiscal 2021”) be less than [___]% (the “Fiscal 2021 Threshold Amount of ROATA”), then one-third of the Performance



Units awarded under the Agreement shall be forfeited as of the earlier of the date that the Company’s Annual Report on Form 10-K for Fiscal 2021 is filed with the SEC or such other regulatory body or agency as such Annual Report shall be required to be filed or the last date that such Form 10-K could be timely filed with the SEC or such other regulatory body or agency, in either case, if the Company is then required to file such reports or, if the Company is not then required to file such reports, the date by which such Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Company was at such time still required to file such reports, and no shares of the Common Stock shall be issued to the Grantee in regards to the portion of the Performance Units granted hereunder related to the Company’s Fiscal 2021 Performance Period.

Should the Company’s Return on Average Tangible Assets for Fiscal 2021 equal [___]% (the “Fiscal 2021 Target Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee, one-third of the Target Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

Should the Company’s Return on Average Tangible Assets for Fiscal 2021 be equal to or greater than [___]% (the “Fiscal 2021 Maximum Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee one-third of the Maximum Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

In the event that the Company’s Return on Average Tangible Assets for the Fiscal 2021 Performance Period is between the Fiscal 2021 Threshold Amount of ROATA and the Fiscal 2021 Target Amount of ROATA or between the Fiscal 2021 Target Amount of ROATA and the Fiscal 2021 Maximum Amount of ROATA, straight line interpolation, rounded up to the next whole share of Common Stock, will be used to determine the number of Performance Units that shall vest and, subject to Grantee’s satisfying the Required Employment Period, be settled in shares of the Company’s Common Stock in accordance with, and subject to, Section 1(b) of the Agreement based on the Fiscal 2021 Performance Period.

Award Tied to Fiscal 2022 Performance. Should the Company’s Return on Average Tangible Assets for the fiscal year ended December 31, 2022 (“Fiscal 2022”) be less than [___]% (the “Fiscal 2022 Threshold Amount of ROATA”), then one-third of the Performance Units awarded under the Agreement shall be forfeited as of the earlier of the date that the Company’s Annual Report on Form 10-K for Fiscal 2022 is filed with the SEC or such other regulatory body or agency as such Annual Report shall be required to be filed or the last date that such Form 10-K could be timely filed with the SEC or such other regulatory body or agency, in either case, if the Company is then required to file such reports or, if the Company is not then required to file such reports, the date by which such Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Company was at such time still required to file such reports, and no shares of the Common Stock shall be



issued to the Grantee in regards to the portion of the Performance Units granted hereunder related to the Company’s Fiscal 2022 Performance Period.

Should the Company’s Return on Average Tangible Assets for Fiscal 2022 equal [___]% (the “Fiscal 2022 Target Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee, one-third of the Target Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

Should the Company’s Return on Average Tangible Assets for Fiscal 2022 be equal to or greater than [___]% (the “Fiscal 2022 Maximum Amount of ROATA”) then so long as the Required Employment Period applicable thereto is met by the Grantee one-third of the Maximum Amount of Performance Units shall be settled by the issuance to the Grantee of one share of the Company’s Common Stock for each such vested Performance Unit (less any shares withheld pursuant to Section 6 of the Agreement, if any) in accordance with, and subject to, Section 1(b) of the Agreement.

In the event that the Company’s Return on Average Tangible Assets for the Fiscal 2022 Performance Period is between the Fiscal 2022 Threshold Amount of ROATA and the Fiscal 2022 Target Amount of ROATA or between the Fiscal 2022 Target Amount of ROATA and the Fiscal 2022 Maximum Amount of ROATA, straight line interpolation, rounded up to the next whole share of Common Stock, will be used to determine the number of Performance Units that shall vest and, subject to Grantee’s satisfying the Required Employment Period, be settled in shares of the Company’s Common Stock in accordance with, and subject to, Section 1(b) of the Agreement based on the Fiscal 2022 Performance Period.

Return on Average Tangible Assets. For purposes of this Exhibit A, “Return on Average Tangible Assets” means the quotient, expressed as a percentage rounded to two decimal points, of (I) the Company’s net income for the applicable Performance Period as reported in the Company’s audited financial statements for the applicable Performance Period divided by (II) the Company’s average tangible assets for the applicable Performance Period as reflected in the Company’s Annual Report on Form 10-K (if the Company is required to file such Annual Report) for the applicable Performance Period, or such other financial report as the Company shall prepare if not required to file an Annual Report on Form 10-K, as adjusted to eliminate the effects of the following: (a) gains or losses on the sale of a business or a business segment, (b) gains or losses on the extinguishment of debt or the sale of investment securities, (c) asset or investment impairment charges (other than those related to the Company’s loan portfolio in the ordinary course of business), (d) restructuring charges, (e) changes in law or accounting principles, (f) any other expenses or losses resulting from significant, unusual and/or nonrecurring events and (g) events either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, in each case as and if determined in good faith by the Compensation Committee. In addition, the Compensation Committee may in calculating Return on Average Tangible Assets for any Performance Period exclude the results of operations, including items of income and expense, as it reasonably determines to be appropriate related to any new market expansion efforts of the Company or any of its subsidiaries. Moreover, and without limiting the foregoing, Return on Average Tangible



Assets shall be adjusted to exclude the effects of any costs or expenses associated with any merger or acquisition affecting the Company or any of its Subsidiaries or any other corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

NPA Ratio. When calculating the NPA Ratio for purposes of the Agreement, in the event that the Company or a subsidiary of the Company acquires a finance company, financial institution or a holding company of a financial institution or a branch office thereof, by way of merger or otherwise, or in the event the Company or a subsidiary of the Company shall acquire in an arms-length purchase from a third party any low-quality asset, such acquired non-performing assets or purchased low-quality assets shall be excluded from the calculation of the NPA Ratio.

Statement on Section 162(m) of the Code. For the avoidance of doubt, this Award need not be administered consistent with the “qualified performance-based compensation” rules of Section 162(m) of the Code, as in effect prior to January 1, 2018.


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Section 3: EX-10.2 (EX-10.2)

Document

PINNACLE FINANCIAL PARTNERS, INC.
2020 ANNUAL CASH INCENTIVE PLAN

As approved by the Human Resources and Compensation
Committee of Pinnacle Financial Partners, Inc. effective
January 21, 2020

PLAN OBJECTIVES:

The overall objectives of the 2020 Annual Cash Incentive Plan (the “Plan”) are to:

1.Motivate participants to ensure that important corporate soundness thresholds and corporate revenue and profitability objectives for 2020 are achieved, and
2.Provide a reward system that encourages teamwork and cooperation in the achievement of firm-wide goals.

EFFECTIVE DATES OF THE PLAN:

The Plan is effective for the performance period from January 1, 2020 (Effective Date) through December 31, 2020 (the “Performance Period”) and for such period thereafter as shall be necessary to make all payments earned under the Plan.

ADMINISTRATION:

The Human Resources and Compensation Committee of the Board of Directors (the “HRCC”) is responsible for the overall administration of the Plan and shall have the authority to select the associates who are eligible for participation in the Plan. The CFO, with the oversight of the CEO, shall provide the HRCC with periodic updates as to the status of the Plan as follows:

a.Produces status reports on a periodic basis to the CEO, the Leadership Team and the HRCC in order to ensure the ongoing effectiveness of the Plan. The CEO has discretion related to communication of the status of the incentive plan to all Plan participants.
b.Makes recommendations for any Plan modifications (including target performance or payout awards) as a result of substantial changes to the organization or participants’ responsibilities to ensure fairness to all Plan participants.
c.At the end of the Plan period, prepares, verifies, approves and submits the appropriate award calculations and payouts authorized under the Plan to the CEO and, ultimately the HRCC, for approval and distribution.

The Company’s Chief Risk Officer at least annually shall evaluate, report and discuss with the HRCC whether features of the Plan should be limited in order to ensure that the Plan does not pose imprudent risks to the Company and that the Plan does not encourage the manipulation of reported earnings of the Company to enhance any employee’s compensation.

The HRCC is authorized to interpret the Plan, to establish, amend and / or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The HRCC may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the HRCC deems necessary or desirable. Any decision of the HRCC in the interpretation and administration of Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.



Nothing in this Plan shall preclude the HRCC from granting awards to participants pursuant to other compensation arrangements of the Company.

ELIGIBILITY:

Except as otherwise provided below, all associates (other than those that become associates as a result of an acquisition consummated by the Company during the Performance Period) who are compensated via a predetermined salary or hourly wage and are not included in any other annual cash incentive or cash performance-based compensation program or plan are eligible for participation in the Plan. Participants who are not eligible for a full award due to their performance evaluation (see below – Target Award) should be notified by their Leadership Team member as soon as possible prior to distribution of awards.

Certain associates that are compensated via a commission schedule or commission grid have an opportunity to achieve significant variable pay compensation due to escalating payouts pursuant to the commission schedule or grid based on their individual performance. As a result, such commission-based associates are not eligible for participation in the Plan unless otherwise authorized under special arrangement approved by the HRCC.

FORFEITURE OF AWARDS:

Any participant whose employment terminates for any reason prior to distribution of awards in January 2021 will not be eligible for distribution of awards under the Plan unless approved by the HRCC or as otherwise provided in an agreement between the Company and such participant.

ETHICS:

The intent of this Plan is to fairly reward individual and team achievement. Any associate who manipulates or attempts to manipulate the Plan for personal gain at the expense of clients, other associates or Company objectives will be subject to appropriate disciplinary action, including the non-payment of any award otherwise due or paid to such associate under this Plan.

In addition and upon the approval of the Company’s board of directors or the HRCC, payments under the Plan paid to an associate will be subject to recovery and “clawback” by the Company, and repaid by such employee, if the payments are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria. Moreover, payouts under the Plan shall be subject to any clawback or recoupment policy adopted by the Company, including as a result of any rules and regulations adopted by the Securities and Exchange Commission or any other regulatory agency adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.

PLAN FUNDING:

The Plan assets will be funded from the results of operations of the Company with all assets being commingled with the assets of the Company.

TIMING OF AWARDS:

No later than the last day of the first quarter of 2021, the HRCC shall certify whether the performance goals for the Performance Period (or any portion thereof) have been achieved. Any awards to be distributed pursuant to the Plan shall be distributed on a date determined by the Company prior to January 31, 2021 or as soon as possible thereafter, but in no event later than March 15, 2021. No award will be distributed prior to January 1, 2021.




TARGET AWARD:

Each participant will be assigned an “award tier” based on their position within the Company, their experience level or other factors. Each participant’s Leadership Team member is responsible for notifying each participant of his or her “award tier”. The “award tier” will be expressed as a percentage of the participant’s base salary ranging from 10% to 100%. In order to determine the “target award”, participants will multiply their “award tier percentage” by their actual YTD base salary paid for 2020 as of December 31, 2020. Overtime or other wage components are not considered in these calculations.

The incentive for participants that begin their employment with the Company during the period from January 1, 2020 through December 31, 2020 will be calculated using the same formula.

PERFORMANCE CRITERIA

Awards under the Plan shall be conditioned on the attainment of one or more corporate performance goals recommended by the CEO and approved by the HRCC for the 2020 fiscal year. Additionally, the CEO, based on input from any participant’s team leader, may include performance criteria for any individual or groups of participants as he deems appropriate, subject to the review of the HRCC. Notwithstanding the foregoing, the HRCC shall have the sole discretion to establish such goals for the Company’s Named Executive Officers (as that term is defined in the rules and regulations of the Securities and Exchange Commission) and the CEO shall have no involvement in setting the performance goals applicable to participation in the Plan for himself or the other Named Executive Officers, and such goals shall be established solely by the HRCC.

After December 31, 2020, the HRCC shall determine whether and to what extent each performance goal has been met. In determining whether and to what extent a performance goal has been met, the HRCC may consider such matters as the HRCC deems appropriate.

DISCRETIONARY INCREASES AND REDUCTIONS:

The CEO may award up to an additional 10% of base pay to any participant in the Plan, other than the CEO, based on extraordinary individual performance. Likewise, the CEO may reduce a participant’s, other than the CEO’s, award by up to 100% of the calculated award for individual performance, if the participant did not exhibit a strong commitment to the Company’s mission or values. Notwithstanding the foregoing, the HRCC shall have the sole discretion to accept the CEO’s recommendations for increases or decreases of awards pursuant to this paragraph with respect to Named Executive Officers and to approve any such discretionary adjustments for the CEO; and may make such other adjustments with respect to the Named Executive Officers that are consistent with the Plan.

Discretionary adjustments outside these parameters shall be approved by the HRCC prior to distribution; however any discretionary adjustment with respect to payments to the Company’s Named Executive Officers, including the CEO, must be approved by the HRCC prior to distribution.

AMENDMENTS, TERMINATIONS AND OTHER MATTERS:

The HRCC has the right to amend or terminate this Plan in any manner it may deem appropriate in its discretion at any time, including, but not limited to the ability to include or exclude any associate or group of associates from participation in the Plan, modify the award tiers or percentages or modify or waive performance targets.




Should the Company enter into any merger or purchase agreement (including an agreement with respect to a transaction, consummation of which would constitute a change of control of the Company), significant market expansion or other materially significant strategic event, the HRCC may amend the Plan (including the performance criteria) or adjust the Company’s actual results to exclude items as it may deem appropriate under the circumstances; in addition, the HRCC may amend the Plan (including the performance criteria), or adjust the Company’s actual results to exclude the impact of any non-recurring, unusual or extraordinary transaction, event or occurrence which may materially impact the Company’s financial position or results of operations for the fiscal year (e.g., capital transactions, market expansions, divestiture of assets at gains or losses, branch acquisitions, change in law or accounting rules, etc.).

Furthermore, the Committee may amend the Plan, including the performance goals, at any time to consider the impact of regulatory matters or if required or appropriate to conform to regulatory requirements, guidance or advice or if a change in regulations or regulatory guidance materially impacts performance criteria.

Furthermore, this Plan does not, nor should any participant imply that it shall, create a contractual relationship or rights between the Company or any associate of the Company or any of the Company’s subsidiaries. No associate should rely on this Plan as to any awards that the associate believes they might otherwise be entitled to receive. This Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to any conflicts of laws or principles.


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