EX-10.1 2008 SPECIAL CASH INCENTIVE PLAN



 





Exhibit 10.1




PINNACLE FINANCIAL PARTNERS, INC.




2008 Special Cash Incentive Plan




PLAN OBJECTIVES:



The overall objectives of the 2008 Special Cash Incentive Plan (the “Plan”) are to:





	 	1.	 	Motivate participants to ensure that important corporate integration tasks (Pinnacle
Financial acquisition of Mid-America Bancshares) are completed timely and cost
effective objectives during 2008 are achieved, and
	 
	 	2.	 	Provide a reward system that encourages achievement of a smooth integration and
attainment of the targeted synergies of the firm.




This Plan shall be administered pursuant to the Pinnacle Financial Partners, Inc. 2004 Equity
Incentive Plan; it is the intention of the Company that all awards hereunder to Covered Officers
shall qualify for “performance-based exception” to the deduction limitation imposed by Section
162(m) of the Code. 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 18, 2008 (Effective Date) through March 31, 2008.




ADMINISTRATION:



The Human Resources and Compensation Committee of the Board of Directors (the “HRCC”) is
responsible for the overall administration of the Plan and shall have the authority to select the
associates who shall be eligible for participation in the Plan. The CAO, 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 Plan participants and the HRCC in order
to ensure the ongoing effectiveness of the Plan.
	 
	 	•	 	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 HRCC, for
approval and distribution.




The HRCC is authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan and to make any other determinations that it deems necessary or
desirable for the administration of the Plan. The HRCC may correct any defect or omission or
reconcile any inconsistency in the Plan in the manner and to the extent the HRCC deems necessary or
desirable. Any decision of the HRCC in the




 









 







interpretation and administration of Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final conclusive and binding on all parties concerned.




ELIGIBILITY and AWARD LEVEL:



Participants
in the Plan will be identified by the HRCC and their maximum award
levels will be established in resolutions adopted by the HRCC. The
maximum dollar amount that may be awarded to all participants in the
Plan in the aggregate is $850,000.





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 on April 15, 2008 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.




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 and will be classified as part of the deal transaction
charges previously disclosed and communicated.




TIMING OF AWARDS:



On January 18, 2008, the HRCC will review all proposed awards pursuant to the Plan. Any awards to
be distributed pursuant to the Plan shall be measured as of March 31, 2008 and distributed on April
15, 2008.




AWARDS



Awards under the Plan shall be conditioned on the attainment of several written performance goals
that will insure a smooth, timely and efficient integration of Pinnacle Financial and Mid-America
Bancshares which are approved by the HRCC. The CEO and CAO shall report 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 CEO and CAO may consider such matters as the CEO and CAO deems appropriate. Any
award or portion thereof must be proportional to the participant’s target award compared to the
total pool.




Example:



Target
Payout for Participant: $25,000 divided by the Total Pool ($850,000)
= 2.94%.



Actual
Aggregate Payout to all Participants: $637,500 based on attainment of
only
3/4 of the objectives. The target payout for this
associate would be $637,500 * 2.94% = $18,742.




DISCRETIONARY INCREASES AND REDUCTIONS:



None – only performance decreases can adjust the target awards.




AMENDMENTS, TERMINATIONS AND OTHER MATTERS:



The HRCC retains the right to amend or terminate this Plan in any manner they may deem necessary at
any time including the ability to include or exclude any associate or group of associates from
participation in the Plan. Furthermore, this Plan does not, nor should any participant imply that
it shall, create a contractual relationship 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.