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 13, 2012
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) |
Registrants 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Restricted Stock Unit Awards . On January 13, 2012, the Human Resources and Compensation Committee (the Committee) of the Board of Directors of Pinnacle Financial Partners, Inc. (the Company) adopted and approved the form of Named Executive Officers 2012 Restricted Stock Unit Award Agreement (the RSU Award Agreement), which governs grants of Restricted Stock Units (RSUs) for those employees that are expected to be identified as the Companys Named Executive Officers in the Companys proxy statement for its 2012 annual meeting of shareholders (the Named Executive Officers). The RSUs are designed to comply with the United States Treasury Departments (the Treasury) Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued on June 15, 2009 (the CPP Regulations).
Pursuant to the terms of the RSU Award Agreements, the Committee granted the Named Executive Officers RSUs that will be settled in shares of the Companys common stock, par value $1.00 per share (the Common Stock). The number of shares of Common Stock that a Named Executive Officer will be entitled to receive in settlement of the RSUs, if any, will be determined based on the Companys audited fully diluted net income per share of Common Stock (exclusive of the calculated impact of any merger-related charges, charges related to the redemption of any class of the Companys preferred shares, or any other nonrecurring charge the Committee deems appropriate) for the fiscal year ending December 31, 2012 (FDEPS). The maximum number of shares that each Named Executive Officer will be entitled to receive pursuant to the RSU Award Agreement are as follows:
Employee |
Maximum Number of Shares of Common Stock | |||
M. Terry Turner |
22,084 | |||
Robert A. McCabe, Jr. |
20,967 | |||
Hugh M. Queener |
10,607 | |||
Harold R. Carpenter |
10,607 | |||
Harvey White |
8,002 |
All RSUs will be settled in shares of Common Stock, as soon as practicable following the filing of the Companys Annual Report on Form 10-K for the fiscal year ending December 31, 2012, but in no event later than March 15, 2013. All shares of Common Stock issued to the Named Executive Officers, if any, upon settlement of the RSUs will be subject to further restrictions upon issuance including forfeiture restrictions that shall lapse in equal 20% increments on February 28, 2014, February 28, 2015, February 28, 2016, February 28, 2017 and February 28, 2018 (each a Vesting Date); provided, that such Named Executive Officer is employed by the Company on the Vesting Date (unless the Named Executive Officers failure to be employed is the result of death or disability in which case the forfeiture restrictions will lapse upon the employees termination resulting therefrom) and the ratio of Pinnacle National Banks classified assets to the sum of Pinnacle National Banks Tier 1 capital and the allowance for loan losses (Classified Assets Ratio) in each case as of December 31 of the fiscal year ending immediately prior to each Vesting Date is less than a predetermined Classified Assets Ratio established by the Committee between January 1 and March 31 of the fiscal year for which the Classified Assets Ratio is applicable.
Any shares of Common Stock for which the performance targets identified above are not met will be immediately forfeited and the award recipient will have no further rights with respect to such shares of Common Stock; provided, however, that if the Committee determines that an event has occurred during any fiscal year after fiscal year 2012 which is outside the ordinary course and has impacted the Classified Assets Ratio for such fiscal year, the Committee will have the right, in its sole and absolute discretion, to increase or decrease the performance targets to reflect such event for purposes of determining whether the forfeiture restrictions with respect to such shares shall lapse for that fiscal year and for any or all future fiscal years.
No certificates representing shares of Common Stock issued in settlement of the RSUs will be issued to the Named Executive Officers and such shares of Restricted Stock may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, in each case, prior to the later of (i) the date the forfeiture restrictions with respect to such shares have lapsed, if at all, on any Vesting Date; and (ii) the date that the transfer restrictions set forth in the Treasurys CPP Regulations lapse with respect to such shares of Restricted Stock.
The foregoing summary of the RSU Award Agreement 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.
Salary Stock Unit Awards . On January 13, 2012, the Committee approved the issuance of salary stock units (the SSUs) to the Named Executive Officers during the fiscal year 2012. The SSUs are designed to comply with the Treasurys CPP Regulations.
Pursuant to the terms of the award agreement pursuant to which the SSUs have been awarded, beginning for the payroll period ended January 13, 2012, SSUs will accrue and be earned by the Named Executive Officers over the course of the year during each payroll period, subject to such Named Executive Officers continued employment with the Company. On each date that the Named Executive Officers base salary is payable in accordance with the Companys payroll practices (each a Grant Date), the Named Executive Officer will be issued a number of SSUs equal to the quotient of (1) the per pay period rate granted to the Named Executive Officer as set forth below, net of any tax related items, divided by (2) the closing price of the Companys Common Stock on the Grant Date. The SSUs granted to the Named Executive Officers are immediately vested (and therefore not subject to forfeiture) and are payable solely in shares of the Companys Common Stock on, or as soon as administratively practical following, December 30, 2012 (the Settlement Date), but in no event later than two and one-half months following the Settlement Date.
Effective January 13, 2012, the Committee approved the grant of SSUs to the Named Executive Officers in the following amounts effective on the last day of each payroll period in the 2012 fiscal year:
Employee |
Per Pay Period Rates | |||
M. Terry Turner |
$ | 7,750.00 | ||
Robert A. McCabe, Jr. |
$ | 7,416.67 | ||
Hugh M. Queener |
$ | 1,958.33 | ||
Harold R. Carpenter |
$ | 1,958.33 | ||
Harvey White |
$ | 1,958.33 |
The description of the terms and conditions of the SSUs and the Salary Stock Unit Award Agreement pursuant to which the SSUs have been awarded is qualified in its entirety by reference to the form of Salary Stock Unit Award Agreement filed by the Company with the Securities and Exchange Commission on March 2, 2011 as Exhibit 10.1 on Form 8-K, which is incorporated herein by reference.
2012 Cash Incentive Plan . On January 13, 2012, the Committee approved the Pinnacle Financial Partners, Inc. 2012 Annual Cash Incentive Plan (the Plan). Pursuant to the Plan, all employees of the Company compensated via a predetermined salary or hourly wage, other than M. Terry Turner, Robert A. McCabe, Jr., Hugh M. Queener, Harold R. Carpenter, and Harvey White, each of whom is not participant in the Plan, are eligible to receive cash incentive payments ranging from 10 percent to 100 percent of the
participants base salary in the event that (i) the Company meets or exceeds: (A) targeted levels of FDEPS, (B) soundness thresholds tied to the level of the Companys nonperforming loans and other real estate owned expressed as a percentage of total loans and other real estate owned and (C) targeted levels of total revenue, expressed as the sum of the Companys net interest income plus noninterest income excluding gains (or losses) on the sale of investment securities (or any other unusual items as determined by the Committee), and (ii) the employee meets certain individual performance objectives. Each participant will be assigned an award tier based on their position within the Company, their experience level or other factors. Participant awards may be increased or decreased by the participants performance evaluation for 2012 such that the participants target award may be adjusted up or down based on their final performance rating.
During the period that the Treasury owns debt or equity securities of the Company acquired pursuant to the Treasurys Capital Purchase Program, any payments under the Plan to the Companys senior executive officers as defined in the Treasurys CPP Regulations and the Companys next 20 most highly compensated employees are subject to recovery or clawback by the Company if the payments are based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.
The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits | |
10.1 | Form of Named Executive Officers 2012 Restricted Stock Unit Award Agreement | |
10.2 | Pinnacle Financial Partners, Inc. 2012 Annual Cash Incentive Plan |
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 20, 2012
EXHIBIT INDEX
Exhibit
|
Description |
|
10.1 | Form of Named Executive Officers 2012 Restricted Stock Unit Award Agreement | |
10.2 | Pinnacle Financial Partners, Inc. 2012 Annual Cash Incentive Plan |
Exhibit 10.1
PINNACLE FINANCIAL PARTNERS, INC.
NAMED EXECUTIVE OFFICERS
2012 RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK 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. 2004 Equity Incentive Plan (the Plan).
Section 1. Restricted Stock Unit Award . (a) The Grantee is hereby granted a restricted stock unit (the Restricted Unit) representing the right to receive up to a maximum of shares (the Restricted Stock) of the Companys common stock, $1.00 par value per share (the Common Stock), as set forth herein. The number of shares of Restricted Stock to be issued to the Grantee upon settlement of the Restricted Unit will be determined by reference to the range set forth below of the Companys audited fully diluted net income per common share (exclusive of the calculated impact of any merger-related charges, charges related to the redemption of any class of the Companys preferred shares, or any other nonrecurring charge the Human Resources and Compensation Committee of the Board of Directors of the Company (the Compensation Committee) deems appropriate) for the fiscal year ended December 31, 2012 (FDEPS). Accordingly, should the Companys FDEPS be:
a. | Less than [$ ] then the Restricted Unit shall be forfeited and no shares of Restricted Stock shall be issued to the Grantee pursuant to this Agreement. |
b. | Greater than [$ ] but equal to or less than [$ ] then the Restricted Unit shall be settled by the issuance of [ ] shares (33% of the Restricted Units) of Restricted Stock to the Grantee. |
c. | Greater than [$ ] but equal to or less than [$ ] then the Restricted Unit shall be settled by the issuance of [ ] shares (67% of the Restricted Units) of Restricted Stock to the Grantee. |
d. | Greater than [$ ] but equal to or less than [$ ] then the Restricted Unit shall be settled by the issuance of [ ] shares (83.5% of the Restricted Units) of Restricted Stock to the Grantee. |
e. | Greater than [$ ] then the Restricted Unit shall be settled by the issuance of [ ] shares (100% of the Restricted Units) of Restricted Stock to the Grantee. |
(b) Settlement of Restricted Units . As soon as practicable following the filing of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with the Securities and Exchange Commission, but in no event later than March 15, 2013, and subject to the requirements of Section 12 hereof, the Company shall issue, or cause the Companys stock transfer agent to issue, in the name of the Grantee, a stock certificate representing the number of shares of Restricted Stock to which the Grantee is entitled in accordance with Section 1(a) hereof.
(c) Lapse of Restrictions on Restricted Stock . Subject to Sections 5 and 8 hereof, the shares of Restricted Stock issued to the grantee in settlement of the Restricted Unit pursuant to Section 1(a) hereof shall be restricted and subject to forfeiture until such restrictions lapse as provided hereinafter. The restrictions associated with the shares of Restricted Stock issued pursuant to Section 1(a) hereof shall lapse in 20% increments on February 28, 2014; February 28, 2015; February 28, 2016; February 28, 2017 and February 28, 2018 (each a Vesting Date), provided Grantee is employed by the Company on the Vesting Date and the ratio of Pinnacle National Banks classified assets (the sum of all loans risk rated substandard (#8) or higher plus the balance of the Companys other real estate accounts) to the sum of Pinnacle National Banks Tier 1 capital and the allowance for loan losses (Classified Assets Ratio) in each case as of December 31 of the fiscal year ending immediately prior to each Vesting Date is less than a predetermined Classified Assets Ratio established by the Compensation Committee between January 1 and March 31 of the fiscal year for which the Classified Assets Ratio is applicable.
Any shares of Restricted Stock for which the performance targets identified above are not met shall be immediately forfeited and the Grantee shall have no further rights with respect to such shares of Restricted Stock.
Section 2. Compensation Committee Discretionary Authority . In the event that the Compensation Committee determines that an event has occurred during any fiscal year after fiscal 2012 which is outside the ordinary course and has impacted the Companys Classified Assets Ratio for such fiscal year, the Compensation Committee shall have the right, in its sole and absolute discretion, to increase or decrease the vesting targets to reflect such event for purposes of calculating the vesting of shares of Restricted Stock under Section 1(c) hereof for such fiscal year and for any or all future fiscal years.
Section 3. Distribution of Unrestricted Shares . Certificates representing the shares of Restricted Stock that have vested under Section 1(c) of this Agreement will be distributed to the Grantee as soon as practicable after each Vesting Date; provided, however, that no certificates shall be distributed to the Grantee prior to the lapsing of any restrictions on the transferability of any shares represented by such certificates, including those restrictions on transferability set forth in Section 6 hereof resulting from the Companys participation in the Capital Purchase Program (the CPP) under the United States Treasury Departments (the Treasury) Troubled Assets Relief Program (the TARP).
Section 4. Voting Rights and Dividends . Certificates representing shares of Restricted Stock will not be issued prior to the issuance of the shares of Restricted Stock into which the Restricted Unit shall be settled pursuant to Section 1(a) hereof, and Grantee will have no voting or dividend rights with respect to the Restricted Unit or such shares of Restricted Stock prior to such date. Prior to the distribution of unrestricted shares pursuant to Section 3 , certificates representing shares of Restricted Stock issued pursuant to Section 1(c) hereof will be held by the Company (the Custodian) in the name of the Grantee. The Custodian will take such action as is necessary and appropriate to enable the Grantee to vote shares of the Restricted Stock from
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and after the issuance thereof. All cash dividends received by the Custodian, if any, with respect to the shares of Restricted Stock issued pursuant to Section 1(c) hereof will be remitted to the Grantee. Stock dividends issued with respect to the Restricted Stock issued pursuant to Section 1(c) hereof shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares of Restricted Stock. Notwithstanding the foregoing, no voting rights or dividend rights shall inure to the Grantee with respect to any shares of Restricted Stock forfeited by the Grantee pursuant to Section 5 of this Agreement.
Section 5. Termination/Change of Status . In the event that the Grantees employment by the Company (or any Subsidiary or Affiliate of the Company) terminates prior to January 1, 2013 for any reason then, unless the Compensation Committee determines otherwise, the grantee shall forfeit the Restricted Unit, no shares of Restricted Stock shall be issued to the Grantee pursuant to this Agreement and the Grantee shall have no further rights under this Agreement. In the event that the Grantees employment by the Company (or any Subsidiary or Affiliate of the Company) terminates on or after January 1, 2013 for any reason, other than death or Disability, all shares of Restricted Stock for which the forfeiture restrictions have not lapsed prior to the date of termination shall be immediately forfeited and Grantee shall have no further rights with respect to such shares of Restricted Stock. In the event that the Grantees employment terminates on or after January 1, 2013 by reason of death or Disability all Restricted Stock to which the Grantee would be entitled to receive pursuant to Section 1(a) and Section 1(c) of this Agreement shall be deemed vested and the restrictions under the Plan and this Agreement with respect to such shares of Restricted Stock shall automatically expire and shall be of no further force or effect, except that the restrictions on transferability set forth in Section 6 hereof resulting from the Companys participation in the CPP shall continue until such time as such restrictions lapse in accordance with the Treasurys Interim Final Rule on TARP Standards for Compensation and Corporate Governance, dated June 15, 2009, as amended from time to time (the Treasury Regulations).
Section 6. No Transfer or Pledge of Restricted Stock . The Restricted Units issued hereunder may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of. No shares of Restricted Stock issued pursuant to Section 1(c) hereof may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of prior to the later of (i) the date the forfeiture restrictions with respect to such shares have lapsed, if at all, on any Vesting Date; and (ii) the date that the transfer restrictions set forth in the Treasury Regulations shall lapse with respect to such shares of Restricted Stock.
Section 7. Withholding of Taxes . If the Grantee makes an election under section 83(b) of the Code with respect to the shares of Restricted Stock issued pursuant to Section 1(c) hereof, the issuance of such shares shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (Withholding Taxes). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the shares of Restricted Stock issued pursuant to Section 1(c) hereof null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the shares of Restricted Stock issued pursuant to Section 1(c) hereof, upon a Vesting Date with respect to any
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portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the Vesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employers minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employers minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, Fair Value means the closing sales price of the Shares on the Nasdaq Global Select Market on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.
Section 8. Change of Control . Subject to the provisions of Section 10 hereof, upon the occurrence prior to January 1, 2013 of a Change in Control (as defined in the Plan), all performance criteria with respect to the Restricted Unit shall be deemed to be met and Grantee shall be issued the maximum number of shares of Restricted Stock to which he would be entitled under Section 1(c) hereof, and such shares of Restricted Stock shall not be subject to forfeiture as provided for in Section 1(c) hereof or subject to any other restrictions under the Plan or this Agreement, including the restrictions on transfer set forth in Section 6 hereof. Subject to the provisions of Section 10 hereof, upon the occurrence on or after January 1, 2013 of a Change in Control (as defined in the Plan) all of the shares of Restricted Stock issued pursuant to Section 1(c) hereof shall be deemed vested and the restrictions under the Plan and the Agreement with respect to such shares of Restricted Stock, including the restriction on transfer set forth in Section 6 hereof, shall automatically expire and shall be of no further force or effect.
Section 9. Stock Subject to Award . In the event that the shares of Common Stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, redesignation, merger, consolidation, recapitalization or otherwise, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of shares of Restricted Stock issued to Grantee pursuant to Section 1(c) hereof shall be appropriately adjusted to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.
Section 10. Impact of Law or Regulations . This agreement and other incentive agreements and arrangements of the Company are subject to Federal law or regulations (including the Treasury Regulations) which may limit or prohibit the Companys performance of certain provisions, or require repayment to the Company of the value of awards or payments under or require rescission or clawback of vesting, payments or awards under, this Agreement or other incentive agreements or awards with or to the Grantee. By acceptance of the benefits of this Agreement, Grantee agrees and consents to any such requirements or limitations (when applicable) and to the Companys compliance with such laws or regulations, with respect to this and other incentive agreements or awards.
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Section 11. Stock Power . Concurrently with the execution of this Agreement, the Grantee shall deliver to the Company a stock power, endorsed in blank, relating to the shares of Restricted Stock that may be issued to the Grantee pursuant to Section 1(c) hereof. Such stock power shall be in the form attached hereto as Exhibit A .
Section 12. Legend . Each certificate representing Restricted Stock shall bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PINNACLE FINANCIAL PARTNERS, INC. 2004 EQUITY INCENTIVE PLAN, AS AMENDED (THE PLAN) AND THE RESTRICTED STOCK UNIT AWARD AGREEMENT (THE AGREEMENT) BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND PINNACLE FINANCIAL PARTNERS, INC. (THE COMPANY). THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
Section 13. 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 14. 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 15. 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 Grantees 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 Grantees 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 Restricted Stock to which Grantee is entitled under this Agreement is required in order to
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avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Restricted Units or Restricted 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 Grantees separation from service with the Company or (y) the date of Grantees death. Upon the earlier of such dates, settlement of all Restricted Units or Restricted Stock 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 16. Miscellaneous .
16.1 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 Restricted 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 Restricted Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.
16.2 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.
16.3 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.
16.4 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 Grantees last known address provided by the Grantee to the Company.
16.5 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 Grantees rights under this Agreement and such change is not to the Grantees benefit.
16.6 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 Stock nor this Agreement may be assigned or transferred except as otherwise set forth in this Agreement or the Plan.
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16.7 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.]
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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement to be effective as of , 2012.
PINNACLE FINANCIAL PARTNERS, INC.: | ||
By: |
|
Name: | Hugh M. Queener | |
Title: | Chief Administrative Officer and Corporate Secretary |
GRANTEE: | ||
By: |
|
Name: |
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EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Pinnacle Financial Partners, Inc. (the Company), shares of the Companys common stock represented by Certificate No. . The undersigned authorizes the Secretary of the Company to transfer the stock on the books of the Company in the event of the forfeiture of any shares issued under the Restricted Stock Unit Award Agreement dated , 2012 between the Company and the undersigned.
Dated: , 2012
Signed: | ||
By: |
|
|
Name: |
|
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Exhibit 10.2
PINNACLE FINANCIAL PARTNERS, INC.
2012 ANNUAL CASH INCENTIVE PLAN
As approved by the Human Resources and Compensation
Committee of Pinnacle Financial Partners on
January 13, 2012
PINNACLE FINANCIAL PARTNERS, INC.
2012 Annual Cash Incentive Plan
PLAN OBJECTIVES:
The overall objectives of the 2012 Annual Cash Incentive Plan (the Plan) are to:
1. | Motivate participants to ensure that important corporate soundness thresholds and corporate profitability objectives for 2012 are achieved, and |
2. | Provide a reward system that encourages teamwork and cooperation in the achievement of firm-wide goals. |
This Plan shall be administered pursuant to the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan. All provisions hereof shall be interpreted accordingly. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan.
EFFECTIVE DATES OF THE PLAN:
The Plan is effective from January 1, 2012 (Effective Date) through December 31, 2012.
ADMINISTRATION:
The Human Resources and Compensation Committee of the Board of Directors (the HRC) is responsible for the overall administration of the Plan and shall have the authority to select the associates who are eligible for participation in the Plan. The CFO, with the oversight of the CEO, provides periodic updates as to the status of the Plan as follows:
|
Produces status reports on a periodic basis to the CEO, the Leadership Team and the HRC in order to ensure the ongoing effectiveness of the Plan. The CEO has discretion related to communication of the status of the incentive plan to all Plan participants. |
|
Makes recommendations for any Plan modifications (including target performance or payout awards) as a result of substantial changes to the organization or participants responsibilities to ensure fairness to all Plan participants. |
|
At the end of the Plan period, prepares, verifies, approves and submits the appropriate award calculations and payout authorizations to the CEO and, ultimately the HRC, for approval and distribution. |
Page 2 | Pinnacle Financial Partners, Inc. | |
2012 Annual Cash Incentive Plan |
The Company is subject to the rules and regulations of the United States Department of the Treasury (Treasury) issued under Section 111 of the Emergency Economic Stabilization Act of 2008, as amended (ESSA) with respect to participation in the Troubled Assets Relief Program (TARP) established by the Treasury thereunder. Pursuant to these regulations, as in effect from time to time, including but not limited to the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the Treasury on June 15, 2009 (the TARP Regulations), the Companys Chief Risk Officer shall evaluate, report and discuss with the HRC whether any features of the Plan should be limited in order to ensure that the Companys senior executive officers are not encouraged to take unnecessary or excessive risks that threaten the value of the Company, that the Plan does not pose unnecessary risks to the Company and that the Plan does not encourage the manipulation of reported earnings of the Company to enhance any employees compensation.
The HRC is authorized to interpret the Plan, to establish, amend and / or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The HRC may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the HRC deems necessary or desirable. Any decision of the HRC in the interpretation and administration of Plan, as described herein, shall lie within its sole and absolute discretion and shall be final conclusive and binding on all parties concerned.
ELIGIBILITY:
Except as otherwise provided below, all associates who are compensated via a predetermined salary or hourly wage and are not included in any other compensation program or plan are eligible for participation in the Plan. Participants who are not eligible for a full award due to their performance evaluation (see below Target Award) should be notified by their Leadership Team member as soon as possible prior to distribution of awards.
Pursuant to the TARP Regulations, the Companys five most highly compensated employees for the 2011 fiscal year, as determined under the TARP Regulations, are not eligible for a cash award under this plan for 2012 during the TARP Period, as defined in the TARP Regulations.
Certain associates that are compensated via a commission schedule or commission grid have an opportunity to achieve significant variable pay compensation due to escalating payouts pursuant to the commission scheduled or grid based on their individual performance. As a result, such commission-based associates are not eligible for participation in the Plan unless otherwise authorized under special arrangement approved by the HRC.
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FORFEITURE OF AWARDS:
Any participant who terminates employment for any reason (e.g., voluntary separation or termination due to misconduct) prior to distribution of awards in January 2013 will not be eligible for distribution of awards under the Plan.
ETHICS:
The intent of this Plan is to fairly reward individual and team achievement. Any associate who manipulates or attempts to manipulate the Plan for personal gain at the expense of clients, other associates or Company objectives will be subject to appropriate disciplinary action, including the non-payment of any award otherwise due to such associate under this Plan.
In addition, in accordance with the TARP Regulations, payments under the Plan paid to the Companys senior executive officers and next twenty most highly compensated employees during the TARP Period, each as defined by the TARP Regulations, are and will be subject to recovery and clawback by the Company, and repaid by such employee, if the payments are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria.
PLAN FUNDING:
The Plan assets will be funded from the results of operations of the Company with all assets being commingled with the assets of the Company.
TIMING OF AWARDS:
During January 2013, the HRC will review all proposed awards pursuant to the Plan. Any awards to be distributed pursuant to the Plan shall be distributed prior to January 31, 2013 or as soon as possible thereafter, but in no event later than March 15, 2013. No award will be distributed prior to January 1, 2013.
TARGET AWARD:
Each participant will be assigned an award tier based on their position within the Company, their experience level or other factors. Each participants Leadership Team member is responsible for notifying each participant of his or her award tier. The award tier will be expressed as a percentage of the participants base salary ranging from 10% to 100%. In order to determine the target award, participants will multiply their award tier percentage by their actual YTD base salary paid for 2012 as of December 31, 2012. Overtime or other wage components are not considered in these calculations.
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The incentive for participants that join the Company during the period from January 1, 2012 through December 31, 2012 will be calculated using the same formula.
Additionally, participant awards may be increased or decreased by the participants performance evaluation for 2012 such that the participants Target Award will be adjusted based up or down on their final performance rating, as follows:
Rating |
Performance Award expressed as a % of
Target Award |
|
Significantly Exceeds |
120% Target | |
Exceeds |
Up to 110% Target | |
Meets |
100% Target | |
Needs Improvement |
Up to 80% Target | |
Unsatisfactory |
0% Target |
PERFORMANCE CRITERIA
Awards under the Plan shall be conditioned on the attainment of one or more corporate performance goals recommended by the CEO and approved by the HRC for the 2012 fiscal year. Additionally, the CEO, based on input from any participants team leader, may include performance criteria for any individual or groups of participants as he deems appropriate, subject to the review of the HRC.
After December 31, 2012, the HRC shall determine whether and to what extent each performance goal has been met. In determining whether and to what extent a performance goal has been met, the HRC may consider such matters as the HRC deems appropriate.
DISCRETIONARY INCREASES AND REDUCTIONS:
The CEO may award up to an additional 10% of base pay based on extraordinary individual performance. Likewise, the CEO may reduce a participants award by up to 50% of the calculated award for individual performance, if the participant did not exhibit a strong commitment to Pinnacles mission or values.
Discretionary awards outside these parameters shall be approved by the HRC prior to distribution; however any discretionary awards to the Companys named executive officers must be approved by the HRC prior to distribution.
AMENDMENTS, TERMINATIONS AND OTHER MATTERS:
The HRC has the right to amend or terminate this Plan in any manner they may deem appropriate in its discretion at any time, including, but not limited to the ability to include or exclude any associate or group of associates from participation in the Plan,
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modify the award tiers or percentages or modify or waive performance targets. Should the firm enter into any merger or purchase agreement (including a change of control of the Company), significant market expansion or other materially significant strategic event, the HRC may amend the Plan (including the performance criteria) as they may deem appropriate under the circumstances. The HRC may amend the Plan (including the performance criteria) for any non-recurring transaction which may materially impact the Companys financial position or results of operations for the fiscal year (e.g., capital transactions, divestiture of assets at gains or losses, branch acquisitions, noncash charges related to TARP redemption, etc.)
Furthermore, this Plan does not, nor should any participant imply that it shall, create a contractual relationship or rights between the Plan, the Company or any associate of the Company. No associate should rely on this Plan as to any awards that the associate believes they might otherwise be entitled to receive. This Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to any conflicts of laws or principles.
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