Exhibit 10.44 Restricted Stock Agreement


    

      Exhibit
        10.44

      


      PINNACLE
        FINANCIAL PARTNERS, INC.

      Form
        of Restricted Stock Agreement

      


      THIS
        RESTRICTED STOCK 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 Award.
        The
        Grantee is hereby granted the right to receive xxx
        shares
        (the "Restricted Stock") of the Company's common stock, $1.00 par value per
        share (the "Common Stock"), subject to the terms and conditions of this
        Agreement and the Plan.

      


      Section
        2. Lapse
        of Restrictions.
        Subject
        to Sections
        5
        and
9
        hereof,
        the restrictions associated with the shares of Restricted Stock granted pursuant
        to Section
        1
        hereof
        shall lapse at such times (each, a "Vesting Date") and in the amounts set
        forth
        below:

      


      (a) the
        restrictions with respect to one-third of the shares, or xxx
        shares,
        of Restricted Stock granted hereunder shall lapse on the date that the Company's
        independent auditors issue their report on the Company's financial statements
        for the fiscal year ending December 31, 2007 in the event that the Company's
        diluted earnings per share (exclusive of the impact of any merger-related
        charges, if any) for the fiscal year ended December 31, 2007 is equal to
        or
        greater than $____ and the Company’s ratio of criticized and classified assets
        to total capital (as defined in the Company’s strategic framework) at December
        31, 2007 is less than --%; 

      


      (b) the
        restrictions with respect to one-third of the shares, or xxx
        shares,
        of Restricted Stock granted hereunder shall lapse on the date that the Company’s
        independent auditors issue their report on the Company’s financial statements
        for the fiscal year ending December 31, 2008, in the event that the Company's
        reported diluted earnings per share (exclusive of the impact of any
        merger-related charges, if any) for the fiscal year ended December 31, 2008
        is
        equal to or greater than the fully diluted earnings per share target established
        by the Board of Directors during the Company’s 2007 strategic planning process
        and the Company’s ratio of criticized and classified assets to total capital (as
        defined in the Company’s strategic framework) at December 31, 2008 is less than
        --%; and

      


      (c)  the
        restrictions with respect to one-third of the shares, or xxx
        shares,
        of Restricted Stock granted hereunder shall lapse on the date that the Company’s
        independent auditors issue their report on the Company’s financial statements
        for the fiscal year ending December 31, 2009, in the event that the Company's
        reported diluted earnings per share (exclusive of the impact of any
        merger-related charges, if any) for the fiscal year ended December 31, 2009
        is
        equal to or greater than the fully diluted earnings per share target established
        by the Board of Directors during the Company’s 2007 strategic planning process
        and the Company’s ratio of criticized and classified assets to total capital (as
        defined in the Company’s strategic framework) at December 31, 2009 is less than
        --%; or

      


      (d)  should
        restrictions with respect to the shares of Restricted Stock granted hereunder
        not lapse with respect to the terms and conditions as described on the Vesting
        Dates noted in Section 2(a), 2(b) or 2(c), the restrictions shall lapse on
        the
        date the Company’s independent auditors issue their report on the Company’s
        financial statements for the fiscal year ended December 31, 2009, in the
        event
        that the Company's reported cumulative diluted earnings per share (exclusive
        of
        the impact of any merger-related charges, if any) for the fiscal years ending
        December 31, 2007, 2008 and 2009 is equal to or greater than $___ plus the
        fully
        diluted earnings per share target established by the Board of Directors during
        the Company’s 2007 strategic planning process and the Company’s ratio of
        criticized and classified assets to total capital (as defined in the Company’s
        strategic framework) at December 31, 2007; December 31, 2008 and December
        31,
        2009 is less than --%.

      


      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.

       

      
        
          
          

        

        
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            1

          
            

          

        

        
          
          

        

      

       

      In
        the
        event that the Human Resources and Compensation Committee of the Board of
        Directors of the Company (the "Compensation Committee") determines that an
        event
        has occurred during any fiscal year which has impacted the Company's reported
        diluted earnings per share 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 this Section
        2
        for such
        fiscal year and for any or all future fiscal years; provided, however, that
        the
        Compensation Committee shall not make such changes as would cause the award
        hereunder to be in violation of Section 162(m) of the Internal Revenue Code
        of
        1986, as Amended.

      


      Section
        3. Distribution
        of Restricted Stock.
        Certificates representing the shares of Restricted Stock that have vested
        under
Section
        2
        will be
        distributed to the Grantee as soon as practicable after each Vesting
        Date.

      


      Section
        4. Voting
        Rights and Dividends.
        Prior
        to the distribution of the Restricted Stock, certificates representing shares
        of
        Restricted Stock 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 the Restricted Stock. All cash dividends received
        by the Custodian, if any, with respect to the Restricted Stock will be remitted
        to the Grantee. Stock dividends issued with respect to the Restricted Stock
        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 following the forfeiture of the Restricted
        Stock pursuant to Section
        5.

      


      Section
        5. 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 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 Grantee’s employment terminates by
        reason of death or Disability all Restricted Stock shall be deemed vested
        and
        the restrictions under the Plan and this Agreement with respect to the
        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
        6. No
        Transfer or Pledge of Restricted Stock.
        No
        shares of Restricted Stock may be sold, assigned, transferred, pledged,
        hypothecated or otherwise encumbered or disposed of prior to the date the
        forfeiture restrictions with respect to such shares have lapsed, if at all,
        on
        any Vesting Date.

      


      Section
        7. Tax
        Election.
        The
        Grantee may, but is not required to, elect to apply the tax rules of Section
        83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to the
        issuance of the Restricted Stock. If the Grantee makes an affirmative election
        under Section 83(b) of the Code, the Grantee shall deliver a copy of such
        election to the Company in accordance with the requirements of the Code and
        the
        Regulations promulgated thereunder.

      


      Section
        8. Tax
        Withholding.
        The
        Company may withhold from any distribution of Restricted Stock an amount
        of
        Common Stock equal to such federal, state or local taxes as shall be required
        to
        be withheld pursuant to any applicable law or regulation, unless the Company
        agrees to accept a payment of cash (or to withhold from other wages payable
        to
        Grantee) in the amount of such withholding taxes.

      


      Section
        9. Change
        of Control.
        Upon
        the occurrence of a Change in Control as defined in the Plan, all Restricted
        Stock shall be deemed vested and the restrictions under the Plan and the
        Agreement with respect to the 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
        10. 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 that have been awarded
        to
        Grantee shall be appropriately adjusted to reflect such action. If any such
        adjustment shall result in a fractional share, such fraction shall be
        disregarded.

      


      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. Such stock power shall be in the form attached hereto as
        Exhibit
        A.

       

      
        
          
          

        

        
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      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
        (THE "PLAN") AND THE RESTRICTED STOCK 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. Miscellaneous.

      


      15.1
        Entire
        Agreement.
        This
        Agreement and the Plan contain the entire understanding and agreement between
        the Company and the Grantee concerning the Restricted Stock granted hereby,
        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 Stock, either orally or in writing,
        that are not included in this Agreement or the Plan.

      


      15.2
        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.

      


      15.3
        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.

      


      15.4
        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 Grantee's last known address provided by the Grantee to the
        Company.

      


      15.5
        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 Grantee's rights under this Agreement
        and
        such change is not to the Grantee's benefit.

      


      15.6
        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.

      


      15.7
        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
        January 25, 2007.

      


      


      


      
        	
                PINNACLE
                  FINANCIAL PARTNERS, INC.:

              
	 	 
	
                By:
                  

              	 
	
                Name:

              	
                Hugh
                  M. Queener

              
	
                Title:

              	
                Chief
                  Administrative Officer and Corporate
                  Secretary

              


      

      


      


      
        	
                GRANTEE.:

              
	 	 
	
                By:
                  

              	 
	
                Name:

              	 


      

       

       

      
        
          
          

        

        
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