exv10w49






Exhibit 10.49




PINNACLE FINANCIAL PARTNERS, INC.

Named Executive Officer Compensation Summary



The following table sets forth the current base salaries paid to the Chief Executive Officer and
the five other named executive officers of Pinnacle Financial Partners, Inc. (the “Company”). None
of these executive officers received a cash incentive award for 2009 performance.




	 	 	 	 	 
	 	 	Current Base
	Executive Officer	 	Salary
	M. Terry Turner — CEO
	 	$	691,000	 
	Robert A. McCabe, Jr. — Chairman of the Board
	 	$	656,000	 
	Hugh M. Queener — CAO
	 	$	332,000	 
	Harold R. Carpenter — CFO
	 	$	332,000	 
	Charles B. McMahan — Sr. Credit Officer
	 	$	215,000	 
	Joseph Harvey White — Chief Credit Officer
	 	$	250,000	 





In addition to their base salaries, these executive officers are also eligible to:





	 	•	 	Participate in the Company’s equity incentive programs, which currently involves the
award of restricted stock pursuant to the Company’s 2004 Equity Incentive Plan;
provided, however, that awards of restricted stock must comply with the limitations on
such awards established in the interim final rule on executive compensation and
corporate governance issued by the United States Treasury (the “U.S. Treasury”) on June
15, 2009 (the “IFR”) and applicable to participants in the Capital Purchase Program
(the “CPP”) of the United States Treasury under the Troubled Assets Relief Program
(“TARP”); and
	 
	 	•	 	Participate in the Company’s broad-based benefit programs generally available to its
employees, including health, disability and life insurance programs and the Company’s
401k plan.




Additionally, Messrs. Turner, McCabe and Queener receive a monthly car allowance.



For as long as the U.S. Treasury owns any debt or equity securities of Pinnacle Financial issued in
connection with the CPP, Pinnacle Financial will be required to take all necessary action to ensure
that its benefit plans with respect to its senior executive officers comply in all respects with
Section 111(b) of the Emergency Economic Stabilization Act of 2008, and the regulations issued and
in effect thereunder as of the closing date of the sale of the preferred shares to the U.S.
Treasury, as modified by the IFR. This means that, among other things, while the U.S. Treasury owns
debt or equity securities issued by Pinnacle Financial in connection with the CPP, Pinnacle
Financial must:





	 	•	 	Ensure that the incentive compensation programs for its senior executive
officers do not encourage unnecessary and excessive risks that threaten the value of
Pinnacle Financial;
	 
	 	•	 	Implement a required clawback of any bonus or incentive compensation paid to
Pinnacle Financial’s senior executive officers and next twenty most highly compensated
employees based on materially inaccurate financial statements or any other materially
inaccurate performance metric;
	 
	 	•	 	Not make any bonus, incentive or retention payment to any of Pinnacle
Financial’s five most highly compensated employees, except as permitted under the IFR;
	 
	 	•	 	Not make any “golden parachute payment” (as defined in the IFR) to any of
Pinnacle Financial’s senior executive officers or five next most highly compensated
employees; and
	 
	 	•	 	Agree not to deduct for tax purposes executive compensation in excess of
$500,000 in any one fiscal year for each of Pinnacle Financial’s senior executive
officers.




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The foregoing information is summary in nature. Additional information regarding the named
executive officer compensation will be provided in the Company’s proxy statement to be filed in
connection with the 2010 annual meeting of the Company’s shareholders.




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