EX-10.2 FORM OF RESTRICTED STOCK AWARD AGREEMENT



 





Exhibit 10.2




PINNACLE FINANCIAL PARTNERS, INC.




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
                     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 so long as the Company reports net income greater than $0 in the fiscal year preceding
each Date of Vesting noted below:



	 	 	 	 	 	 	 	 	 	 	 
	Cumulative	 	 	 	 	 	Cumulative
	Percentage Vested	 	Date of Vesting	 	Shares Vested
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 
	 	                     	%	 	 	                                        ,                     	 	 	 	                    	 






     Should the Grantee become 65 years of age before the last Date of Vesting as noted above then
all restrictions with respect to the shares of Restricted Stock granted hereunder which would have
otherwise vested subsequent to the Grantee becoming 65 years of age shall lapse in equal increments
on each Date of Vesting noted above during the period from the effective date of this Agreement
thru the Date of Vesting as noted above which occurs immediately prior to the date the Grantee
becomes age 65.


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. Withholding of Taxes. If the Grantee makes an election under section
83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement 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 Award granted hereunder 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 Award, upon a
Vesting Date with respect to any 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
employer’s 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 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 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. 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 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 that
have been awarded to Grantee shall be adjusted in an equitable and proportionate manner to reflect
such action. If any such adjustment shall result in a fractional share, such fraction shall be
disregarded.



     Section 10. 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.



     Section 11. 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 12. 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 13. 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 14. Miscellaneous.



          14.1 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.




          14.2 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.




          14.3 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.




          14.4 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.




          14.5 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.




          14.6 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.




          14.7 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.]




 









 








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



	 	 	 	 	 	 	 
	 	 	PINNACLE FINANCIAL PARTNERS, INC.:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Hugh M. Queener
	 	 
	 

	 	Title:
	 	Chief Administrative Officer and Corporate
Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 






 









 





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 Company’s 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 Agreement dated                      between the Company and the undersigned.



Dated:                     




	 	 	 	 	 	 	 
	 	 	Signed:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name: