PINNACLE FINANCIAL PARTNERS INC (Form: 8-K, Received: 01/21/2022 16:24:05)

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 20, 2022


PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)

Tennessee	000-31225	62-1812853
(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 Class

Trading Symbol

Name of Exchange on which Registered

Common Stock par value $1.00

PNFP

The Nasdaq Stock Market LLC

Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)

PNFPP

The Nasdaq Stock Market LLC

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)

2022 Equity Awards. Effective January 20, 2022, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of Pinnacle Financial Partners, Inc. (the “Company”) granted time-based restricted share units (“Restricted Share Units”) and performance-based restricted share units (“Performance Units”) under the Company’s Amended and Restated 2018 Omnibus Equity Incentive Plan (the “Plan”) to those employees that are expected to be identified as the Company’s “Named Executive Officers” in the Company’s proxy statement for its 2022 annual meeting of shareholders (the “Named Executive Officers”), which will entitle the Named Executive Officers to earn the following number of shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), at target and maximum levels of performance over a three-year performance period in the case of the Performance Units and a three-year pro rata vesting period in the case of the Restricted Share Units:


Employee	Restricted Share Units – Number of Shares	Performance Units – Target Number of Shares	Performance Units – Maximum Number of Shares*
M. Terry Turner	8,421	19,649	47,156
Robert A. McCabe, Jr.	8,015	18,701	44,883
Richard D. Callicutt, II	2,860	6,672	16,013
Hugh M. Queener	2,188	5,104	12,250
Harold R. Carpenter	2,259	5,271	12,650

* Includes a full 20% upward adjustment for the Relative TSR Modifier (as defined below).

2022 Restricted Share Unit Awards. Effective January 20, 2022, the Committee adopted and approved the form of Restricted Share Unit Award Agreement (the “RSU Award Agreement”), pursuant to which the Restricted Share Units disclosed above were granted to the Named Executive Officers. The Restricted Share Units vest ratably over three (3) years from January 20, 2022 (each such date, a “RSU Vesting Date”), and will be settled when vested in a like number of shares of Common Stock.

In the event that a Named Executive Officer’s employment terminates by reason of retirement, with the prior approval of the Committee, or its designee, the Named Executive Officer will be entitled to receive a pro rata portion of the Restricted Share Units that were scheduled to vest on the next RSU Vesting Date immediately following the retirement based on the number of days worked since the most recent RSU Vesting Date or the date of grant if no RSU Vesting Date had yet occurred. In the event that a Named Executive Officer’s employment terminates by reason of death or disability, all then unvested and outstanding Restricted Share Units shall be deemed vested. In the event that a Named Executive Officer’s employment is terminated other than for death, disability or retirement, unless otherwise determined by the Committee, the Named Executive Officer shall forfeit all Restricted Share Units for which the forfeiture restrictions have not lapsed prior to the date of such termination.

No Named Executive Officer shall have voting rights with respect to the Restricted Share Units prior to such units’ settlement, if any, into shares of Common Stock. The Restricted Share 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, if at all.

Any dividends paid by the Company on shares of Common Stock while the Restricted Share Units remain unvested 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 such Restricted Share 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 Plan) occurs, all then unvested and outstanding Restricted Share Units shall vest immediately prior to the consummation of such Change in Control. Such Restricted Share 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 RSU Award Agreements is qualified in its entirety by reference to the form of RSU Award Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and to the Plan, which is attached as an appendix to the proxy statement for the Company’s most recent Annual Meeting of Shareholders.

2022 Performance Unit Awards. Effective January 20, 2022, the Committee adopted and approved the form of Named Executive Officer Performance Unit Award Agreement (the “2022 PSU Award Agreement”), pursuant to which the Performance Units disclosed above were granted to the Named Executive Officers. Pursuant to the terms of the 2022 PSU Award Agreements, the Performance Units will be earned, if at all, based on the Company’s performance over the three year performance period ending December 31, 2024 (the “Performance Period”) for average return on average tangible common equity for each of the fiscal years in the Performance Period (“ROATCE”) and tangible book value per share plus dividends accretion for the Performance Period (“TBV Accretion”) (in each case, which may exclude the impact of items described in more detail in the 2022 PSU Award Agreement) measured against ROATCE (“Relative ROATCE”) and TBV Accretion (“Relative TBV Accretion”) for a group of peer companies over the same Performance Period, and as such earned units may be adjusted positively or negatively by up to 20% based on the Company’s Total Shareholder Return performance against the KBW Regional Bank Index over the period from January 20, 2022 through January 23, 2025 (the “Relative TSR Modifier”). Such Performance Units will be settled, if earned, in a like number of shares of Common Stock following certification of the Company’s results compared to the peer companies in the peer group and determination by the Committee subsequent to the Performance Period that the average ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned (“NPA Ratio”) as of each of the three years ended December 31, 2022, 2023 and 2024 is less than or equal to the targeted NPA Ratio established by the Committee and described in the 2022 PSU Award Agreement.

All Performance Units that are earned under the 2022 PSU Award Agreements will be settled in a like number of shares of Common Stock as soon as practicable following the Committee’s certification of the Company’s results compared to the peer companies in the peer group. In the event that a Named Executive Officer’s employment terminates by reason of retirement prior to December 31, 2024, the Named Executive Officer shall be entitled to receive the number of Performance Units that the Named Executive Officer would have earned has his employment not so terminated based on a pro rata calculation of the number of days the Named Executive Officer was employed during the Performance Period. In the event that a Named Executive Officer’s employment is terminated by reason of death or disability prior to December 31, 2024, the Named Executive Officer (or his estate or heirs) shall be entitled to receive the greater of (a) the number of Performance Units that the Committee determines, based on the Company’s performance during the portion of the Performance Period ending on the last day of the fiscal quarter preceding such termination, and (b) the number of Performance Units that the Named Executive Officer would earn based on target level of performance. In the event that a Named Executive Officer’s employment is terminated other than for death, disability or retirement, the Named Executive Officer, unless otherwise determined by the Committee, shall forfeit all Performance Units granted under the 2022 PSU Award Agreement.

If the NPA Ratio is above the targeted ratio, the Performance Units granted under the 2022 PSU Award Agreement will be immediately forfeited and the Named Executive Officer will have no further rights with respect to such Performance Units or the underlying 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, the Committee will have the right to increase or decrease the vesting target to reflect such event for purposes of determining whether shares of Common Stock shall be issuable in settlement of such Performance Units otherwise earned.

No Named Executive Officer shall have voting rights with respect to the Performance Units granted under the 2022 PSU Award Agreement prior to such units’ settlement, if any, into shares of Common Stock. The Performance Units granted under the 2022 PSU Award Agreements may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of other than by the laws of descent and distribution 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 granted under the 2022 PSU Award Agreements 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 such 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 Plan) occurs prior to December 31, 2024, the Committee shall determine, based on the Company’s performance during the portion of the Performance Period ending on the last day of the fiscal quarter preceding the Change in Control, the number of Performance Units that would be expected to be earned by a Named Executive Officer over the entire Performance Period 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 2022 PSU Award Agreements is qualified in its entirety by reference to the form of 2022 PSU Award Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference, and to the Plan, which is attached as an appendix to the proxy statement for the Company’s most recent Annual Meeting of Shareholders.

Special Performance-Based Equity Award. In addition to the annual equity-based awards described above, effective January 20, 2022, the Committee granted performance-based restricted stock units under the Plan (the “Special Performance Units”) to each of the Named Executive Officers (the “Special Performance-Based Equity Awards”), which will entitle the Named Executive Officers to earn the following number of shares of Common Stock based upon achievement of the 75th percentile of peer performance based on peer relative price to earnings and price to tangible book value per share metrics over a three-year performance period:


Employee						Target Number of Shares(1)
M. Terry Turner						60,000
Robert A. McCabe, Jr.						60,000
Richard D. Callicutt, II						40,000
Hugh M. Queener						30,000
Harold R. Carpenter						30,000

(1) The target number of shares is also the maximum number of shares that the Named Executive Officer may receive pursuant to the Special Performance-Based Equity Awards.

The Special Performance-Based Equity Awards are not part of the Named Executive Officers’ regular annual compensation and will not be awarded on a regularly recurring basis.

The Special Performance-Based Equity Awards were granted pursuant to the terms of a Named Executive Officer Special Performance Unit Award Agreement (the “Special PSU Award Agreement”) approved by the Committee and are stock-based awards that are 100 percent performance-based.

The Special Performance-Based Equity Awards include rigorous performance goals targeted at top-quartile performance among the Company’s peers. The awards are also designed to incentivize the Company’s Named Executive Officers, each of whom, other than Mr. Callicutt who joined the Company in connection with its merger with BNC Bancorp, Inc. in 2017, has been employed by the Company since its organization, to continue to lead the Company in the pursuit of a corporate strategy that is focused on long-term shareholder value creation through the achievement of results that exceed the results of many of the Company’s peers, with particular attention on performance metrics tied to the Company’s Common Stock trading price that the Company believes traditionally translate into increases in shareholder value, while also achieving asset quality soundness levels that reflect prudent risk-taking. In granting the Special Performance-Based Equity Awards, the Company also sought to preserve continuity in the Company’s Named Executive Officers, all but one of whom has been responsible for directing the Company’s corporate strategy since its inception, for a period of at least three years.

The Special Performance-Based Equity Awards’ units will be earned, if at all, based on the Company’s performance over a three-year performance period ending December 31, 2024 with vesting tied to (i) the average of the Company’s common stock price to earnings ratio for each of the years in the performance period (“PE Ratio”) and (ii) the average of the Company’s common stock price to tangible book value per share ratio as of the end of each of the years in the performance period (“PTBV Ratio”) (in each case, which may exclude the impact of items described in more detail in the Special PSU Award Agreement) measured against the average PE Ratio (“Relative PE Ratio”) and average PTBV Ratio (“Relative PTBV Ratio”) of the companies within the KBW Regional Bank Index (the “Peer Group”) as of the date of the award, in each case for each of the three years within the same performance period. The common stock price to be utilized in calculating the price portion of the PE Ratio and the PTBV Ratio for each of the Company and each company within the Peer Group will be calculated using the average closing sales price for the Common Stock of the Company and the common stock of each of the companies within the Peer Group, in each case, for the ten trading days prior to and including the date the Company releases its fourth quarter earnings results following each year end within the three-year performance period and the ten trading days following the date of such release.

In addition to the PE Ratio and PTBV Ratio performance metrics applicable to the Special Performance-Based Equity Award, the Company’s average NPA Ratio as of the end of each of the three years in the performance period must be less than or equal to a targeted NPA Ratio established by the Committee and described in the Special PSU Award Agreement in order for the Special Performance Units to be settled into shares of Common Stock. If the NPA Ratio is above the targeted ratio, the Special Performance Units granted under the Special PSU Award Agreement will be immediately forfeited and the Named Executive Officer will have no further rights with respect to such Special Performance Units or the underlying 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, the Committee will have the right to increase or decrease the vesting target to reflect such event for purposes of determining whether shares of Common Stock shall be issuable in settlement of such portion of the Special Performance-Based Equity Award otherwise earned.

Vesting of the Special Performance-Based Equity Awards will be determined based on the Company’s performance with respect to the PE Ratio and PTBV Ratio performance metrics in relation to the Relative PE Ratio and Relative PTBV Ratio of each of the peers within the Peer Group with the referenced percentage of the target award earned at the following levels (with linear interpolation between levels) and as described in more detail in the Special PSU Award Agreement:


Performance Goal Achieved(1)			Percent of Target Award Earned
At or below the 25th Percentile			0%
At the 50th Percentile			50%
At or above the 75th Percentile			100%

(1) The Company’s percentile rank for each of the PE Ratio and PTBV Ratio performance metrics, as calculated in accordance with the Special PSU Award Agreement, as well as that of the Relative PE Ratio and Relative PTBV Ratio of each of the peers within the Peer Group, will be averaged and the resulting averages will be used for determining the Company’s percentile performance position within the Peer Group.

The Special Performance Units awarded under the Special Performance-Based Equity Awards will be settled, if earned and if the NPA Ratio is equal to or below the targeted ratio, in a like number of shares of Common Stock on the first business day following the expiration of a one-year period ending on the anniversary of the last day of the three-year performance period (the “Post-Vest Holding Period”). The Special Performance Units will be subject to the Company’s recoupment policy applicable to equity-based awards issued to the Named Executive Officers.

In order to earn the Special Performance-Based Equity Awards, the Named Executive Officers, subject to limited exceptions as described in the Special PSU Award Agreement and the Plan, including death and disability, will be required to remain continuously employed by the Company or one of its subsidiaries or affiliates, through the last day of the three-year performance period.

In the event that a Named Executive Officer’s employment is terminated due to death prior to the last day of the performance period, the Named Executive Officer (or his estate or heirs) shall be entitled to receive all of the Special Performance Units awarded to the Named Executive Officer pursuant to the Special PSU Award Agreement. In the event that a Named Executive Officer’s employment is terminated by reason of disability prior to the last day of the performance period, the Named Executive Officer will be entitled to receive a portion of the Special Performance Units granted under the Special PSU Award Agreement at “target” level performance based on a pro rata calculation of the number of days the Named Executive Officer was employed during the performance period. In the event that a Named Executive Officer’s employment is terminated prior to the end of the performance period applicable to the Special Performance-Based Equity Awards other than for death or disability, the Named Executive Officer, unless otherwise determined by the Committee, shall forfeit all Special Performance Units granted under the Special PSU Award Agreement.

In the event that the Company experiences a Change in Control (as defined in the Plan) prior to the expiration of the Post-Vest Holding Period, the Named Executive Officers will forfeit the Special Performance Units awarded under the Special Performance-Based Equity Awards completely.

No Named Executive Officer shall have voting rights with respect to the Special Performance Units awarded pursuant to the Special Performance-Based Equity Awards prior to such units’ settlement, if any, into shares of Common Stock. The Special Performance Units granted under the Special Performance-Based Equity Award may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of other than by the laws of descent and distribution prior to the date the forfeiture restrictions with respect to such units have lapsed, if at all.

Any dividends paid by the Company on shares of the Common Stock while the Special Performance Units granted pursuant to the Special Performance-Based Equity Awards 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 such Special Performance Units, if any, shall be issued (and then only to the extent that the dividends are attributable to such shares).

This summary of the Special Performance-Based Equity Awards and Special PSU Award Agreements is qualified in its entirety by reference to the Special PSU Award Agreement, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference, and to the Plan, which is attached as an appendix to the proxy statement for the Company’s most recent Annual Meeting of Shareholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

10.1 Form of 2022 Restricted Share Unit Award Agreement

10.2 Form of Named Executive Officers 2022 Performance Unit Award Agreeme nt

10.3 Form of Named Executive Officers Special Performance Unit Award Agreement

10.4 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 21, 2022

Exhibit 10.1

PINNACLE FINANCIAL PARTNERS, INC.

2022 RESTRICTED SHARE UNIT AWARD AGREEMENT

THIS RESTRICTED SHARE 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. Amended and Restated 2018 Omnibus Equity Incentive Plan (the "Plan").

Section 1. Restricted Share Unit Award.

(a) Grant of Restricted Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ___ Restricted Share Units (the “Restricted Units”) (subject to adjustment under Section 4.2 of the Plan). The Grantee’s rights with respect to the Restricted Units shall remain forfeitable at all times prior to the vesting and settlement of the Restricted Units pursuant to this Agreement.

(b) Lapse of Restrictions. Subject to Sections 3 and 6 hereof, the restrictions associated with the Restricted Units granted pursuant to Section 1(a) hereof shall lapse at such times (each, a “Vesting Date”) and in the amounts set forth below:


Cumulative Percentage Vested	Date of Vesting	Cumulative Shares Vested
33%	January 20, 2023
66%	January 20, 2024
100%	January 20, 2025

Pursuant to the terms of Section 1(c) 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 Restricted Unit that is earned by the Grantee pursuant to the terms of this Agreement.

(c) Settlement of Restricted Units. Except in the event of earlier vesting pursuant to Section 3 or 6 of this Agreement, on a Vesting Date, or if a Vesting Date is not a business day, on the next business day following such Vesting Date, the Company shall issue, or cause the Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled in accordance with this Agreement. Each date that shares of Common Stock issuable in settlement of Restricted Units awarded hereunder are issued to the Grantee (including, any date earlier than a Vesting Date pursuant to Section 3 or Section 6) is referred to herein as a “Settlement Date”. Until shares of the Company’s Common Stock are delivered to the Grantee in settlement of the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) on a Settlement Date, 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 Restricted Units (and any additional Restricted Units, issued pursuant to Section 2 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 Common Stock prior to the issuance of the shares of Common Stock in accordance with this Section 1(c) are set forth in Section 2 of this Agreement.

Section 2. Dividend Equivalents and Dividends.

(a) Crediting of Dividend Equivalents on Restricted Units. Subject to this Section 2, from the date hereof through each Settlement Date, dividend equivalents shall be credited on the Grantee’s Restricted Units (other than Restricted 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, as of the payment date

for such dividend or distribution, with an amount equal to (A) the amount of such dividend on each outstanding share of Common Stock, multiplied by (B) the Restricted 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 Common Stock, then a number of additional Restricted Units shall be credited to the Grantee as of the payment date for such dividend or distribution equal to (A) the Restricted 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, then a number of additional Restricted Units shall be credited to the Grantee as of the payment date for such dividend or distribution or forward split equal to (A) the Restricted 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 Restricted Units. If any Restricted Unit granted under this Agreement is not earned (or is otherwise forfeited) for any reason, any dividend or distribution previously credited with respect to such Restricted Unit, whether in the form of cash, property or additional Restricted Units, shall be forfeited on the date on which the underlying Restricted Units are forfeited.

(c) Payment of Dividend Equivalents on Restricted Units. Any cash, property or additional Restricted Units credited to the Grantee under Sections 3(a)(i), (ii) or (iii) of this Agreement prior to a Settlement Date shall be accrued (without interest and earnings) rather than paid to the Grantee when such dividend or distribution is paid. On a Settlement Date, the Company shall pay to the Grantee any cash, property or shares of Common Stock accrued in respect of dividends or distributions on the Restricted Units that are so settled on such Settlement Date.

Section 3. Termination/Change of Status. 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 or Disability, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in this Section 3) shall be immediately forfeited and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death or Disability, all Restricted Units shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as of the date such Grantee’s employment terminates. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 20, 2022, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day

following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units.

Section 4. No Transfer or Pledge of Units. The Restricted Units issued hereunder may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of by the Grantee, except by will or by the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such Performance Units subject to all terms and conditions that were applicable to the Grantee immediately prior to such transfer.

Section 5. Withholding of Taxes. Upon the issuance of shares of the Company’s Common Stock (or other property distributed with respect thereto) pursuant to Section 1(c) or Section 2, the Company shall cancel such shares of the Company’s Common Stock (or withhold property) having an aggregate Fair Market Value, on the date of such withholding, in an amount required to satisfy the applicable withholding obligations or withholding taxes of the Grantee (the “Withholding Taxes”) as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to the Grantee. The Company shall deduct from any payment of cash (whether or not related to the Restricted Units including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to the Grantee pertaining to cash payments under this Agreement (including any cash dividend equivalents paid in respect of Restricted Units).

Section 6. Change in Control. Upon the occurrence of a Change in Control, then all then unvested and outstanding Restricted Units shall vest immediately prior to the consummation of such Change in Control. The Grantee shall be entitled to receive, immediately prior to the consummation of the Change in Control, in settlement of such Restricted 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 Restricted Units already earned by the Grantee.

Section 7. 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 Subsidiary or Affiliate of the Company), and the Company (or any 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.

Section 8. 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 9. 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 or to otherwise be exempt from the scope of “deferred compensation” under Section 409A of the Code as restricted property governed by Section 83 of the Code, 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 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 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 Restricted Units or shares of Common Stock to which 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 Restricted Units or shares of Common Stock shall not be paid to Grantee prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Grantee’s “separation from service” with the Company or (y) the date of Grantee’s death. Upon the earlier of such dates, settlement of all Restricted 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 10. Miscellaneous.

10.1 Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Unit and the shares of 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 Restricted Unit or the shares of 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.

10.2 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.

10.3 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.

10.4 Compliance With Laws and Regulations. The award of Restricted Units (and, if issued in settlement of Restricted 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.

10.5 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.

10.6 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.

10.7 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, neither the Restricted Unit nor this Agreement may be assigned or transferred except as otherwise set forth in this Agreement or the Plan.

10.8 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 January 20, 2022.

PINNACLE FINANCIAL PARTNERS, INC.:


			By:			__________________________________
			Name:
			Title:

GRANTEE:


			By:			__________________________________
			Name:

Exhibit 10.2

PINNACLE FINANCIAL PARTNERS, INC.

NAMED EXECUTIVE OFFICERS

2022 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. Amended and Restated 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 (including Exhibit A hereto) and in the Plan, ____ Performance Units (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), (i) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (A) the Company’s Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2022 and ending December 31, 2024 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the Performance Period, and (ii) 50% of the Target Amount of Performance Units (the “TBV Tranche”) may be earned by the Grantee based on (A) the Company’s Relative TBV Accretion (as defined in, and calculated in accordance with, Exhibit A) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the Performance 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 and Exhibit A), additional or fewer, as applicable, 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) shall be ____ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7), the Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period and (y) certify whether and to what extent the levels of Relative ROATCE and Relative TBV Accretion have been achieved and the number of Performance Units that the Grantee shall earn, if any, and the extent of the TSR Modifier. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

Agreement, if any) are to be settled in accordance with this Agreement. The date that the shares of Common Stock issuable in settlement of the Performance Units awarded hereunder are issued to the Grantee (including any date earlier than the PSU Vesting Date pursuant to Section 4(b) or Section 7) is referred to herein as the “Settlement Date”. Until shares of the Company’s Common Stock are issued 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 Settlement Date are set forth in Section 3 of this Agreement.

Section 2. Calculation of NPA Ratio. In the event that the Compensation Committee determines that an event has occurred during any of the fiscal years within the Performance Period which is outside the ordinary course and has impacted Pinnacle Bank’s NPA Ratio for such fiscal year, the Compensation Committee may 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 the Performance Period. When calculating the NPA Ratio for purposes of this Agreement, in the event that the Company, or a Subsidiary or Affiliate 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 or Affiliate of the Company, shall acquire in an arms-length purchase from a third party any low-quality asset, such acquired nonperforming assets or purchased low-quality assets shall be excluded from the calculation of the NPA Ratio. The Compensation Committee shall make any adjustments contemplated by this Section 2 in its sole and absolute discretion.

Section 3. Dividend Equivalents and Dividends.

(a) Crediting of Dividend Equivalents on Performance Units. Subject to this Section 3, from the date hereof through the Settlement Date 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 as of the payment date for such dividend or distribution 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 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 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, 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.

minimum or threshold level required pursuant to Exhibit A; (ii) the failure of Pinnacle Bank’s NPA Ratio 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 last day of the Performance Period (other than pursuant to Sections 4(b) or (c)); 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, property or additional Performance Units credited to the Grantee under Sections 3(a)(i), (ii) or (iii) of this Agreement prior to the Settlement Date shall be accrued (without interest and earnings) rather than paid to the Grantee when such dividend or distribution is paid. On the Settlement Date, the Company shall pay to the Grantee any cash, property or shares of Common Stock so accrued in respect of dividends or distributions on those Performance Units that are earned by the Grantee hereunder and settled on the Settlement Date.

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 prior to the last day of the Performance Period for any reason, other than death, Disability or Retirement, except as otherwise determined by the Compensation Committee, the Performance Units issued or issuable hereunder shall be immediately forfeited and the Grantee shall have no further rights with respect to the Performance Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Performance Units.

(b) Termination for Death or Disability.

(i)Termination for Death or Disability Prior to End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates prior to the last day of the Performance Period by reason of death or Disability, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on such date as the Compensation Committee shall determine, on the greater of (A) that number of Performance Units granted under this Agreement as the Compensation Committee may determine, based on the Company’s actual performance in respect of the Company’s Relative ROATCE and Relative TBV Accretion for the period from the first day of the Performance Period through the last day of the fiscal quarter ending immediately prior to the date the Grantee’s employment terminates on account of death or Disability, as applicable, and after applying the TSR Modifier for the portion of the Performance Period from the first day of the Performance Period through the last day of the fiscal quarter ending immediately prior to the date the Grantee’s employment terminates on account of death or Disability or (B) 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 will be equal to or less than ____. Any shares of the Company’s Common Stock issued to the Grantee, or in the case of the Grantee’s death, to the estate or heirs of the Grantee, 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.

(ii)Termination for Death or Disability After End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the last day of the Performance Period but prior to the PSU Vesting Date by reason of death or Disability, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on the PSU Vesting Date on that number of Performance Units that the Compensation Committee shall determine to have been earned by the Grantee pursuant to the terms of this Agreement, including after application of the calculation methodology set forth in Exhibit A, 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. Any shares of the Company’s Common Stock issued to the Grantee, or in the case of the Grantee’s death, to the estate or heirs of the Grantee, pursuant to the immediately preceding sentence shall be issued on the Settlement Date.

(i)Termination for Retirement Prior to End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates by reason of Retirement prior to the last day of the Performance Period, the forfeiture restrictions on a pro rata portion of the Performance Units granted hereunder shall lapse on the PSU Vesting Date in an amount equal to the product of (i) the number of Performance Units that the Compensation Committee determines the Grantee would have earned under this Agreement had he or she remained employed through the last day of the Performance Period and that would have vested on the PSU Vesting Date based on the Company’s actual performance in respect of the Company’s Relative ROATCE and Relative TBV Accretion for the Performance Period and after applying the TSR Modifier and so long as the NPA Ratio is equal to or less than __% 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 Performance Period and (B) the total number of days in the Performance Period, and the Grantee shall be entitled to receive a like number of shares of the Company’s Common Stock. Any shares of the Company’s Common Stock issued to the Grantee pursuant to the immediately preceding sentence shall be issued on the PSU Vesting Date or, if later, the Settlement Date.

(ii)Termination for Retirement After End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the last day of the Performance Period but prior to the PSU Vesting Date by reason of Retirement, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on the PSU Vesting Date on that number of Performance Units that the Compensation Committee shall determine to have been earned by the Grantee pursuant to the terms of this Agreement, including after application of the calculation methodology set forth in Exhibit A, and the Grantee shall be entitled to receive a like number of shares of the Company’s Common Stock. Any shares of the Company’s Common Stock issued to the Grantee pursuant to the immediately preceding sentence shall be issued on the PSU Vesting Date or, if later, the Settlement Date.

(iii)Grantee’s Death Following Retirement. In the event that the Grantee dies following the termination of his or her employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with Section 4(c)(i) or (ii) and Section 1(b) of this Agreement, the provisions of Section 4(b)(i) shall apply, except that the Grantee’s retirement date shall be substituted for Grantee’s date of death or Disability as used therein.

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 by the Grantee, except by will or by the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such Performance Units subject to all terms and conditions that were applicable to the Grantee immediately prior to such transfer.

Section 6. Withholding of Taxes. Upon the issuance of shares of the Company’s Common Stock (or other property distributed with respect thereto) pursuant to Section 1(b), the Company shall cancel such shares of the Company’s Common Stock (or withhold property) having an aggregate Fair Market Value, on the date of such withholding, in an amount required to satisfy the applicable withholding obligations or withholding taxes of the Grantee (the “Withholding Taxes”) as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to the Grantee. The Company shall deduct from any payment of cash (whether or not related to the Performance Units including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to the Grantee pertaining to cash payments under this Agreement (including any cash dividend equivalents paid in respect of the Performance Units).

Section 7. Change in Control. Upon the occurrence of a Change in Control (as defined in the Plan) prior to the PSU Vesting Date, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Company’s actual performance in respect of the Company’s Relative ROATCE and

Relative TBV Accretion, and after applying the TSR Modifier, in each case, for the period from the first day of the Performance Period through the last day of the fiscal quarter ending immediately prior to the date of the Change in Control (or, the entire Performance Period if the Change in Control occurs after the end of the Performance Period), that number of Performance Units that would be expected to vest for the Performance Period 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 so determine and (ii) the Target Amount of Performance Units. The Grantee shall be entitled to receive, and the Company shall issue, or cause the Company’s transfer agent to issue, to the Grantee 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. In the event that the Grantee’s employment (i) terminates subsequent to the last day of the Performance Period but before the consummation of the Change in Control or (ii) terminates as a result of death, Disability or Retirement prior to the last day of the Performance Period, and, shares of the Company’s Common Stock that are then issuable or that may thereafter become issuable to the Grantee pursuant to Section 4(b) or 4(c) of this Agreement have not yet been issued or become issuable to the Grantee as of the consummation of the Change in Control, the Company shall issue, or cause the Company’s transfer agent to issue, to the Grantee such shares of the Company’s Common Stock immediately prior to the consummation of the Change in Control.

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 Subsidiary or Affiliate of the Company), and the Company (or any 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 or to otherwise be exempt from the scope of “deferred compensation” under Section 409A of the Code as restricted property governed by Section 83 of the Code, 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 January 20, 2022.

PINNACLE FINANCIAL PARTNERS, INC.:


			By:			__________________________________
			Name:
			Title:

GRANTEE:


			By:			__________________________________
			Name:

EXHIBIT A

Performance Measures

Section I. Company Peer Relative Performance Goals

The Performance Units granted under the Agreement may be earned by the Grantee based on the Company’s Relative ROATCE (as defined below) and Relative TBV Accretion (as defined below) performance over the Performance Period, which shall be weighted equally (such Performance Units, the “Relative ROATCE Performance Units” and the “Relative TBV Accretion Performance Units,” respectively).

(a) Relative ROATCE (1/2 weighting):

The Grantee may earn Relative ROATCE Performance Units based on the Company’s Return on Average Tangible Common Equity (“ROATCE”) relative to the ROATCE for the peer financial institutions identified on Annex 1 attached hereto (hereinafter referred to as the “Peer Group Companies”) which calculation shall be computed by taking the average of the Company’s ROATCE for each year in the Performance Period and comparing that to the average ROATCE for each of the Peer Group Companies for each year in the Performance Period (“Relative ROATCE”), using the method known as the “Continuous Percentile Rank Calculation” which interpolates the Company’s rank in relation to the Peer Group Companies that perform just above and below the Company (as further detailed below).

For purposes of this Exhibit A, “Return on Average Tangible Common Equity” means, for each of the Company and the Peer Group Companies, the quotient, expressed as a percentage rounded to two decimal points, of (I) such company’s net income for the applicable year in the Performance Period divided by (II) such company’s average tangible common equity for the applicable year in the Performance Period, in each case as reflected in, or calculated utilizing the financial data contained in, such company’s Annual Report on Form 10-K (if such company is required to file such Annual Report) for the applicable year in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K. For the Company and each of the Peer Group Companies, Return on Average Tangible Common Equity for a year is based on the fiscal year ending December 31.

The Compensation Committee may, in its good faith discretion, adjust the ROATCE for any year in the Performance Period with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, hedges or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) significant, unusual and/or nonrecurring events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans) and (i) events, including those resulting from macro-economic conditions that impact such company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, Return on Average Tangible Common Equity may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

(b) Relative TBV Per Share Plus Common Dividends Accretion (1/2 weighting):

The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) relative to the TBV Accretion for the Peer Group Companies which calculation shall be computed by taking the Company’s TBV Accretion for the Performance Period and comparing that to the TBV Accretion for each of the Peer Group Companies for each year

A-1

in the Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology.

For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2024 and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2021 (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for the years in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies.

The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, hedges or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) significant, unusual and/or nonrecurring events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans) and (i) events, including those resulting from macro-economic conditions that impact such company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s average ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows:


Ppeer = 1 -			R - 1
			N - 1

Where:

“Ppeer” represents the percentile performance of the Peer Group Company which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

“R” represents the Peer Group Company’s ranking among the members of the Peer Group Companies, excluding the Company.

“N” represents the number of Peer Group Companies, excluding the Company.

Then, the Company’s interpolated percentile performance between the percentile performances of such Peer Group Companies will be determined for each of Relative ROATCE and Relative TBV Accretion as follows:

PCompany

(Pb - Pa)

(Xa – XCompany)

(Xa - Xb)

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Where:

“Pa” represents the percentile performance of the Peer Group Company just above the Company.

“Xa” represents the ROATCE or TBV Accretion, as applicable for the Peer Group Company just above the Company.

“Pb” represents the percentile performance of the Peer Group Company just below the Company.

“Xb” represents the ROATCE or TBV Accretion, as applicable for the Peer Group Company just below the Company.

“XCompany” represents the ROATCE or TBV Accretion, as applicable for the Company.

“PCompany” represents the percentile performance of the Company which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

Number of PSUs Earned

The total number of Performance Units earned by the Grantee, before application of any adjustment related to the TSR Modifier, shall equal the sum of the Relative ROATCE Performance Units earned and the Relative TBV Accretion Performance Units earned for the Performance Period (with linear interpolation for earning between levels) pursuant to the following table:


Percentile Performance Goal Achieved(1)			Percent of Target Award Earned (payout percentage)(2)
At or below the 25th percentile:			0%
At 26th percentile (Threshold):			1%
At 50th percentile:			50%
At 75th percentile (Target):			100%
At 95th percentile (Maximum):			200%

(1) Percentile performance shall be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

(2) Percent of Target Award Earned shall be determined for the target amount of Relative ROATCE Performance Units (1/2 weighting) and the Relative TBV Accretion Performance Units (1/2 weighting).

The percentage of Relative ROATCE Performance Units and Relative TBV Accretion Performance Units that become earned for the Performance Period shall be interpolated between payout levels for performance between each performance level set forth above.

Section II. TSR Modifier

The Performance Units earned pursuant to the above shall be subsequently increased or decreased by up to 20% (the “TSR Modifier”) based on the Company’s Total Shareholder Return (“TSR”) relative to the TSR (“Relative TSR”) of the companies included in the KBW Regional Banking Index on January 20, 2022 (all such companies as of such date, excluding the Company, is the “KRX Index”) as measured over the period commencing on January 20, 2022 and ending on January 23, 2025 (such period, the TSR Measurement Performance Period”). TSR shall be calculated as follows:


TSR =			(Ending Stock Price – Beginning Stock Price) + Reinvested Dividends
			Beginning Stock Price

Where:

“Ending Stock Price” is the average daily closing price per share of common stock calculated for the last twenty (20) trading days within the TSR Measurement Performance Period.

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“Beginning Stock Price” is the average daily closing price per share of common stock calculated for the twenty (20) trading-day period immediately preceding the commencement date of the TSR Measurement Performance Period.

“Reinvested Dividends” shall be calculated by assuming same-day reinvestment of each cash dividend declared on a single share of common stock during the Performance Period at the closing price per share on the ex-dividend date of such dividend.

Each of the foregoing amounts shall be equitably and proportionately adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting the shares in question without the issuer’s receipt of consideration.

Relative TSR and the Company’s Relative TSR percentile performance will be determined by using the same methodology and formulas set forth above for calculating Relative ROATCE and Relative TBV Accretion.

In the event of a bankruptcy, liquidation, or delisting of a member of the KRX Index, such company shall remain a member of the KRX Index and shall be assigned a TSR of -100%. In the event of a merger, acquisition, or business combination transaction of a member of the KRX Index by or with an entity that is not another member of KRX Index or a “going private” transaction involving a member of the KRX Index where such company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a member of the KRX Index for purposes of calculating Relative TSR.

Adjustment to PSUs Earned

The Performance Units earned by the Grantee pursuant to Section I above shall be increased or decreased by the TSR Modifier based on the Company’s Relative TSR percentile performance for the TSR Measurement Performance Period (with linear interpolation for earning between levels) pursuant to the following table:


Relative TSR Performance(1)			TSR Modifier Adjustment
At or above the 75th percentile			+20%
50th percentile			0%
At or below the 25th percentile			-20%

(1) Percentile performance shall be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

For example, if the Grantee earned 1,500 Performance Units (1,000 ROATCE Performance Units and 500 Relative TBV Accretion Performance Units), and the Company’s Relative TSR performance was at the 75th percentile, then the total Performance Units earned would be increased by 20% to 1,800 Performance Units.

After giving effect to any adjustment related to the TSR Modifier under this Section II to the Performance Units earned by the Grantee pursuant to Section I above, the number of Performance Units earned shall, to the extent necessary, be rounded to the nearest whole unit in order to avoid the issuance of a fractional unit.

***

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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Annex 1

Peer Group Companies

Comerica, Inc.

First Horizon Corp.

Zions Bancorp

Synovous Financial Corp.

Cullen/Frost Bankers Inc.

Wintrust Financial Corp.

Valley National Bancorp

SouthState Corp.

FNB Corp.

UMB Financial Corp.

Prosperity Bancshares Inc.

PacWest Bancorp

Hancock Whitney Corp.

BankUnited Inc.

Commerce Bancshares Inc.

Associated Banc-Corp

Umpqua Holdings Corp.

Cadence Bank

United Bankshares Inc.

Fulton Financial Corp.

Bank OZK

Simmons First National Corp.

The Peer Group Companies may be changed as follows:

(i) In the event of a merger, acquisition, or business combination transaction of a Peer Group Company with or by another Peer Group Company, the surviving entity shall remain a Peer Group Company.

(ii) In the event of a merger of a Peer Group Company with an entity that is not a Peer Group Company, or the acquisition or business combination transaction by or with a Peer Group Company, or with an entity that is not a Peer Group Company, in each case where the Peer Group Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Group Company.

(iii) In the event of a merger, acquisition, or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company or a “going private” transaction involving a Peer Group Company where the Peer Group Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Group Company.

(iv) In the event of a bankruptcy, liquidation, or delisting of a Peer Group Company, such company shall remain a Peer Group Company and the lowest rank shall be assigned such Peer Group Company.

(v) The Compensation Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a Peer Group Company no longer satisfying the criteria for which such company was originally selected, including lowering such Peer Group Company’s rank for purposes of determining Relative ROATCE and Relative TBV Accretion.

Annex-1

Exhibit 10.3

PINNACLE FINANCIAL PARTNERS, INC.

NAMED EXECUTIVE OFFICER

SPECIAL PERFORMANCE UNIT AWARD AGREEMENT

THIS SPECIAL 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. Amended and Restated 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 (including Exhibit A hereto) and in the Plan, ____ Performance Units (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), the Target Amount of Performance Units may be earned by the Grantee based on (i) (A) the Company’s Relative PTBV Ratio and (B) the Company’s Relative PE Ratio (in each case, as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2022 and ending December 31, 2024 (such period the “Performance Period”) and (ii) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the Performance Period; provided that to the extent that the Grantee vests in less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1 and Exhibit A), fewer 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 lower number of Performance Units than the Target Amount of Performance Units, but may not be a higher number of Performance Units. Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following the completion of the Performance Period (or earlier in accordance with Section 4(b)), the Compensation Committee shall (x) determine whether the Company’s Relative PTBV Ratio and Relative PE Ratio exceed the threshold levels of Relative PTBV Ratio and Relative PE Ratio set forth on Exhibit A with respect to the Performance Period and (y) certify whether and to what extent the levels of Relative PTBV Ratio and Relative PE Ratio have been achieved and the number of Performance Units that the Grantee shall earn, if any. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

(b) Vesting and Settlement of Performance Units. Except as otherwise provided in Sections 4 and 7 of this Agreement, the Performance Units earned pursuant to Section 1(a) shall vest and become non-forfeitable on the date in the year immediately following the last day of the Performance Period (or earlier pursuant to Section 4(b) of this Agreement), which date shall be as soon as practicable following the end of the Performance Period, that the Compensation Committee certifies (as detailed in Exhibit A) (i) the level of achievement of the Company’s Relative PTBV Ratio and Relative PE Ratio and (ii) that the average of the ratios of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described below as of each of December 31, 2022, December 31, 2023 and December 31, 2024 calculated, for each fiscal year end, using the Company’s audited financial statements for each such fiscal year (the “NPA Ratio”) is equal to or less than ____ (such date, the “PSU Vesting Date”) subject to the Grantee’s continued employment from the date hereof through the last day of the Performance Period. Except in the event of earlier settlement pursuant to Section 4(b) of this Agreement, on January 2, 2026 or, if such day is not a business day, on the next business day following January 2, 2026, the Company shall issue, or cause the Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Performance Units earned by the Grantee pursuant to this Agreement (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be settled in accordance with this Agreement. The date that the shares of Common Stock issuable in settlement of the Performance Units awarded hereunder are issued to the Grantee (including any date earlier than January 2, 2026 or, if such day is not a business day, the next business day following January 2, 2026, pursuant to Section 4(b)) is referred to herein as the “Settlement Date”. Until shares of the Company’s Common Stock are issued 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 Settlement Date are set forth in Section 3 of this Agreement.

Section 3. Dividend Equivalents and Dividends.

(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 as of the payment date for such dividend or distribution with an amount equal to (A) the amount of such dividend on each outstanding share of Common Stock, multiplied by (B) the Target 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 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 equal to (A) the Target 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, 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 Target 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’s Relative PTBV Ratio or Relative PE Ratio for the Performance Period to be at or above any minimum or threshold level required pursuant to Exhibit A; (ii) the failure of Pinnacle Bank’s NPA Ratio 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 last day of the Performance Period (other than pursuant to Sections 4(b) or (c)); or (iv) the extent to which the Target 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.

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 prior to the last day of the Performance Period for any reason, including Retirement but other than death or Disability, except as otherwise determined by the Compensation Committee (including in connection with the termination of the Grantee by the Company without Cause), the Performance Units issued or issuable hereunder shall be immediately forfeited and the Grantee shall have no further rights with respect to the Performance Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Performance Units.

(b) Termination for Death.

(i)Termination for Death Prior to End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates prior to the last day of the Performance Period by reason of death, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on such date as the Compensation Committee shall determine, on the Target Amount of Performance Units, and the Grantee’s 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 will be equal to or less than ____. Any shares of the Company’s Common Stock issued to the Grantee’s estate or heirs 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.

(ii)Termination for Death After End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the last day of the Performance Period but prior to the PSU Vesting Date by reason of death, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on the PSU Vesting Date on that number of Performance Units that the Compensation Committee shall determine to have been earned by the Grantee pursuant to the terms of this Agreement, including after application of the calculation methodology set forth in Exhibit A, and the Grantee’s estate or heirs shall be entitled to receive a like number of shares of the Company’s Common Stock. Any shares of the Company’s Common Stock issued to the Grantee’s estate or heirs 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 PSU Vesting Date. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the PSU Vesting Date but before January 2, 2026 or, if such day is not a business day, the next business day following January 2, 2026, by reason of death, a number of shares of the Company’s Common Stock equal to the number of Performance Units for which the forfeiture restrictions lapsed on the PSU Vesting Date shall be issued to the Grantee’s estate or heirs on a date selected by the Company but in no event later than the earlier of (A) the seventy-fifth (75th) day following the date of such termination and (B) January 2, 2026 or, if such day is not a business day, the next business day following January 2, 2026.

(i)Termination for Disability Prior to End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates by reason of Disability prior to the last day of the Performance Period, the forfeiture restrictions on a pro rata portion of the Performance Units granted hereunder shall lapse on the PSU Vesting Date in an amount equal to the product of (i) the Target Amount of Performance Units and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the date of the Grantee’s termination by reason of Disability from the first day of the Performance Period and (B) the total number of days in the Performance Period, and the Grantee shall be entitled to receive a like number of shares of the Company’s Common Stock. Any shares of the Company’s Common Stock issued to the Grantee 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 PSU Vesting Date.

(ii)Termination for Disability After End of Performance Period. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the last day of the Performance Period but prior to the PSU Vesting Date by reason of Disability, the forfeiture restrictions on the Performance Units granted hereunder shall lapse on the PSU Vesting Date on that number of Performance Units that the Compensation Committee shall determine to have been earned by the Grantee pursuant to the terms of this Agreement, including after application of the calculation methodology set forth in Exhibit A, and the Grantee shall be entitled to receive a like number of shares of the Company’s Common Stock. Any shares of the Company’s Common Stock issued to the Grantee 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 PSU Vesting Date. In the event that the Grantee’s employment by the Company, or any Subsidiary or Affiliate of the Company, terminates after the PSU Vesting Date but before January 2, 2026 or, if such day is not a business day, the next business day following January 2, 2026, by reason of Disability, a number of shares of the Company’s Common Stock equal to the number of Performance Units for which the forfeiture restrictions lapsed on the PSU Vesting Date shall be issued to the Grantee on a date selected by the Company but in no event later than the earlier of (A) the seventy-fifth (75th) day following the date of such termination and (B) January 2, 2026 or, if such day is not a business day, the next business day following January 2, 2026.

(iii)Grantee’s Death Following Disability. In the event that the Grantee dies following the termination of his or her employment for Disability but before shares of the Company’s Common Stock are issued to the Grantee in accordance with Section 4(c)(i) or (ii) and Section 1(b) of this Agreement, the provisions of Section 4(b)(i) shall apply, except that the Grantee’s date of Disability shall be substituted for Grantee’s date of death as used therein.

Section 7. Change in Control. Notwithstanding anything in the Plan to the contrary, upon the occurrence of a Change in Control (as defined in the Plan) prior to the Settlement Date, the Performance Units issued or issuable hereunder shall be immediately forfeited and the Grantee shall have no further rights with respect to the Performance Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Performance Units, including any such Performance Units previously earned pursuant to Section 1(a) on the PSU Vesting Date.

Section 11. Miscellaneous.

[Signature page to follow.]

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement to be effective as of January 20, 2022.

PINNACLE FINANCIAL PARTNERS, INC.:


			By:			__________________________________
			Name:
			Title:

GRANTEE:


			By:			__________________________________
			Name:

EXHIBIT A

Performance Measures

The Performance Units granted under the Agreement may be earned by the Grantee based on the Company’s Relative PTBV Ratio (as defined below) and Relative PE Ratio (as defined below) performance over the Performance Period, which shall be weighted equally.

(a) Relative PTBV Ratio:

The Grantee may earn Performance Units based on the Company’s Price-to-Tangible Book Value Per Share Ratio (“PTBV Ratio”) relative to the PTBV Ratio of the other companies included in the KBW Regional Bank Index on January 20, 2022, which are set forth on Annex 1 attached hereto (hereinafter referred to as the “Peer Group Companies”), which calculation shall be computed by taking the average of the Company’s PTBV Ratio for each year in the Performance Period and comparing that to the average PTBV Ratio for each of the Peer Group Companies for each year in the Performance Period (“Relative PTBV Ratio”), using the method known as the “Continuous Percentile Rank Calculation” which interpolates the Company’s rank in relation to the Peer Group Companies that perform just above and below the Company (as further detailed below).

For purposes of this Exhibit A, “Price-to-Tangible Book Value Per Share” means, for the Company and each of the Peer Group Companies, the quotient (rounded to two decimal points) of (I) such company’s average daily closing price per share of common stock calculated for the following twenty (20) trading days: (A) the ten (10) trading days immediately preceding the Company’s public dissemination of its earnings press release (including the date of such release if such release is first publicly disseminated after the close of regular trading in the Company’s common stock on such date) for the last quarter of the applicable year in the Performance Period and (B) the first ten (10) trading days immediately after the Company’s public dissemination of such earnings press release (including the date of such release if such release is first publicly disseminated prior to the opening of regular trading) (such average trading price the “Average Trading Price”) divided by (II) such company’s tangible book value per share as of the last day of each applicable year in the Performance Period, as reflected in, or using the financial data contained in, such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for the applicable year in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies.

The Compensation Committee may, in its good faith discretion, adjust the PTBV Ratio for any year in the Performance Period with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, hedges or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) significant, unusual and/or nonrecurring events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans) and (i) events, including those resulting from macro-economic conditions that impact such company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, the PTBV Ratio may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

(b) Relative PE Ratio:

The Grantee may earn Performance Units based on the Company’s Price-to-Earnings Ratio (“PE Ratio”) relative to the PE Ratio for the Peer Group Companies which calculation shall be computed by taking the average of

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the Company’s PE Ratio for each year in the Performance Period and comparing that to the average PE Ratio for each of the Peer Group Companies for each year in the Performance Period (“Relative PE Ratio”), using the Continuous Percentile Rank Calculation methodology.

For purposes of this Exhibit A, “Price-to-Earnings Ratio” means, for the Company and each of the Peer Group Companies, the quotient (rounded to two decimal places) of (I) such company’s Average Trading Price divided by (II) such company’s diluted earnings per common share for the applicable year in the Performance Period, as reflected in, or using the financial data contained in, such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for the applicable year in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K. For the Company and each of the Peer Group Companies, the PE Ratio for a year is based on the Company’s or such Peer Group’s Company’s diluted earnings per common share for the twelve months ending December 31 within the performance period.

The Compensation Committee may, in its good faith discretion, adjust the PE Ratio for any year in the Performance Period with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, hedges or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) significant, unusual and/or nonrecurring events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans), and (i) events, including those resulting from macro-economic conditions that impact such company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, the PE Ratio may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

Relative PTBV Ratio and Relative PE Ratio will be determined by ranking the Company’s and each Peer Group Company’s average PTBV Ratio and PE Ratio performance, respectively, from highest to lowest for the Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows:


Ppeer = 1 -			R - 1
			N - 1

Where:

“Ppeer” represents the percentile performance of the Peer Group Company which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

“R” represents the Peer Group Company’s ranking among the members of the Peer Group Companies, excluding the Company.

“N” represents the number of Peer Group Companies, excluding the Company.

A-2

Then, the Company’s interpolated percentile performance between the percentile performances of such Peer Group Companies will be determined for each of the Relative PTBV Ratio and the Relative PE Ratio as follows:

PCompany

(Pb - Pa)

(Xa – XCompany)

(Xa - Xb)

Where:

“Pa” represents the percentile performance of the Peer Group Company just above the Company.

“Xa” represents the PTBV Ratio or PE Ratio, as applicable for the Peer Group Company just above the Company.

“Pb” represents the percentile performance of the Peer Group Company just below the Company.

“Xb” represents the PTBV Ratio or PE Ratio, as applicable for the Peer Group Company just below the Company.

“XCompany” represents the PTBV Ratio or PE Ratio, as applicable for the Company.

“PCompany” represents the percentile performance of the Company which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

Number of PSUs Earned

The total number of Performance Units earned by the Grantee shall equal the percentage of the Target Amount of Performance Units earned based on the mean percentile performance achieved hereunder, which shall be determined by calculating the average of the Relative PTBV Ratio percentile performance achieved and the Relative PE Ratio percentile performance achieved, in accordance with the following table:


Mean Percentile Performance Goal Achieved(1)						Percent of Target Award Earned (payout percentage)
At or below the 25th percentile:						0%
At 26th percentile (Threshold):						1%
At 50th percentile:						50%
At or above 75th percentile (Target):						100%

(1) Percentile performance shall be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

The percentage of Performance Units that become earned for the Performance Period shall be interpolated between payout levels for performance between each performance level set forth above.

For example, if the Company’s Relative PTBV Ratio performance is at the 25th percentile and its Relative PE Ratio performance is at the 95th percentile, the Grantee would earn 70% of the Target Amount of Performance Units based on a mean percentile performance at the 60th percentile.

***

A-3

Annex 1

Peer Group Companies


Company Name			Ticker
AMERIS BANCORP			ABCB
ASSOC BANC-CORP			ASB
ATLANTIC UNION BK CM			AUB
BANK OF HAWAII CP			BOH
BANK OZK CMN STK			OZK
BANKUNITED, INC.			BKU
BROOKLINE BANCORP			BRKL
CADENCE BANK			CADE
CATHAY GENL BNCP			CATY
COLUMBIA BANKING SYS			COLB
COMMERCE BANCSHARES			CBSH
COMMUNITY BK SYS INC			CBU
CULLEN FROST BNKRS			CFR
CVB FINANCIAL CORP			CVBF
EAST WEST BANCORP			EWBC
EASTERN BANKSHARE CM			EBC
F N B CP			FNB
FIRST BANCORP NEW			FBP
FIRST COMMONWLTH FIN			FCF
FIRST FINL BKSHS INC			FFIN
FIRST FINL BNCP (OH)			FFBC
FIRST HAWAIIAN COMM			FHB
FIRST INTERSTATE BAN			FIBK
FULTON FINANCIAL COR			FULT
GLACIER BANCORP INC			GBCI
HANCOCK WHITNEY CORP			HWC
HOME BANCSHARES INC			HOMB
HOPE BANCORP COM			HOPE
INDEPENDENT BK CORP			INDB
OLD NATIONAL BNCP CM			ONB
PACIFIC PREMIER BNCP			PPBI
PACWEST BANCORP			PACW
POPULAR, INC.			BPOP
PROSPERITY BNCSH INC			PB
PROVIDENT FNL SRVS			PFS
SIMMONS FIRST NATL			SFNC
SOUTH STATE CP CMN			SSB
SYNOVUS FINL CP			SNV

Annex-1


TEXAS CAPITAL BNCSH			TCBI
TRUSTMARK CORP			TRMK
UMP FINANCIAL CORP			UMBF
UNITED BKSHS INC			UBSI
UNITED COMM BANKS			UCBI
VALLEY NATL BP CMN			VLY
WASHINGTON FEDERAL			WAFD
WEBSTER FINL CORP			WBS
WESTERN ALNC BANCORP			WAL
WINTRUST FINL CORP			WTFC
WSFS FINANCIAL CORP			WSFS

The Peer Group Companies may be changed as follows:

(i) In the event of a merger, acquisition, or business combination transaction of a Peer Group Company with or by another Peer Group Company, the surviving entity shall remain a Peer Group Company.

(iv) In the event of a bankruptcy, liquidation, or delisting of a Peer Group Company, such company shall remain a Peer Group Company and the lowest rank shall be assigned such Peer Group Company.

Annex-2