exv10w58






EXHIBIT 10.58









LOAN AGREEMENT




     THIS LOAN AGREEMENT (“Agreement”) is made this 15th day of June, 2009, by and
between Pinnacle National Bank (“Pinnacle”) and Harvey White (“Employee”).



     WHEREAS, Employee has accepted employment by Pinnacle as a Chairman and the Employee is in
need of loan proceeds in order to transition to the employ of Pinnacle.



     WHEREAS, Pinnacle and Employee believe it to be mutually advantageous for Pinnacle to lend the
proceeds to the Employee and require the Employee to repay such funds back to Pinnacle and the
Employee to borrow said funds from Pinnacle and for the Employee to agree to repay such funds to
Pinnacle upon the terms and conditions hereafter set forth:



     NOW THEREFORE, the parties hereto agree as follows:




	 	1.	 	Pinnacle will lend to Employee in the amount of $50,000 (Fifty thousand
dollars), subject to a personal guaranty of repayment by the Employee. This Agreement
and any monies lent hereunder shall not be assignable by Employee by voluntary or
involuntary assignment or by operation of law including, without limitation,
garnishment, attachment or other creditors’ process. The loan
proceeds hereunder are
specifically conditioned on Pinnacle’s ability to lend without interference from
Employee’s creditors. At the discretion of Pinnacle, the
Employee may be asked to provide annual financial statements.
	 
	 	2.	 	The loan shall be repaid in equal annual installments of 34% of the total
amount noted in Item 1 above for the next 3 (three) years payable on the annual
anniversary date of this Agreement. Additionally, each installment will include
interest accrued at the Applicable Federal Rate as of the date of
this agreement on the balance owed Pinnacle (Federal mid-term rate is 2.25%).
	 
	 	 	 	If Employee’s employment with Pinnacle terminates for any reason, whether involuntary or
voluntary, including without limitation for death or disability (such event hereinafter
referred to as “Termination”), then the balance of the loan plus any accrued and unpaid
interest shall become due immediately.
	 
	 	3.	 	If Termination occurs, the amount due under Paragraph 2 shall be automatically
and immediately due and payable by Employee (or Employee’s estate as applicable, which
collectively hereinafter shall be referred to as “Employee”) to Pinnacle without
notice, presentment, demand, protest or other action of any kind, all of which are
expressly waived by Employee.
	 
	 	4.	 	If Termination occurs, Pinnacle shall have the right, without giving notice, to
withhold or offset any salary, commissions, other compensation, or any other monies or
assets due to Employee, or any funds, assets or securities that Employee maintains in
any accounts at Pinnacle and to apply the same to any amounts due under Paragraph 2.
Employee shall remain liable for the balance of any amount that remains due.





 









 











	 	5.	 	If Termination occurs and amounts due under this Agreement are not paid by
Employee, Employee shall pay to Pinnacle on demand all costs and expenses incurred in
collecting amounts due under this Agreement, including attorney’s fees.
	 
	 	6.	 	In consideration of Employee’s employment as a Chairman, the amounts to be
loaned under this Agreement, the Employee’s eligibility to earn certain bonus amounts
as set forth in that certain Bonus Agreement between the parties of even date herewith,
and other good and valuable consideration, Employee further agrees:






	 	a.	 	All records, documents and information concerning the business of
Pinnacle (“Records”) are and shall remain the confidential and exclusive property
of Pinnacle. Records include, but are not limited to, Pinnacle’s books and
records; holding or customer book pages; the names, addresses, telephone numbers,
assets and obligations of Pinnacle’s clients; computer software or hardware used by
Employee or made available for Employee’s use at Pinnacle; any documents or
computer programs prepared or generated by the use of Records; and all training
materials that Employee receives. Records include the original and copies thereof,
whether in hard copy or computer software format. Employee will not remove any
Records from the premises of Pinnacle either in original, duplicated or copied form
and Employee will not disclose or otherwise transmit to any third party any
information contained in such records except in the ordinary course of conducting
business for Pinnacle.
	 
	 	 	 	Notwithstanding the foregoing, in the event of Termination, if all sums due under
this Agreement are paid in full, Employee shall be permitted under Pinnacle’s
supervision to obtain photocopies of Employee’s holding pages and the most recent
monthly statements for all accounts handled exclusively by Employee at the time of
Employee’s Termination.
	 
	 	b.	 	For a period as long as any amounts are due under this Agreement or for
a period of six (6) months from the date of Termination, whichever period is
longer, Employee will not solicit or attempt to solicit by any means, directly or
indirectly, any of Pinnacle’s clients whom Employee served or whose names became
known to Employee while in the employ of Pinnacle with respect to securities or any
other business in which Pinnacle is targeted. The provisions of this sub-paragraph
(b) shall not apply to Employee’s solicitation of Employee’s immediate or extended
family, and the provisions of this sub-paragraph (b) shall not apply in the event
that Employee’s employment is terminated by Pinnacle without cause. For the
purposes of this sub-paragraph (b), “cause” shall be defined as (1) the willful and
continued failure of Employee to perform substantially the duties reasonably
assigned, or (2) the Employee’s engaging in illegal conduct or misconduct that is
injurious to Pinnacle’s business or reputation.
	 
	 	c.	 	For a period as long as any amounts are due under this Agreement or for
a period of six (6) months from the date of Termination, whichever period is
longer, Employee will not act or engage, directly or indirectly, as a registered
representative, account executive, or in any other sales or managerial capacity in
the securities business at any location within a radius of thirty (30) miles of any
Pinnacle office in which Employee worked within the year immediately preceding
Employee’s Termination. The provisions of this sub-paragraph (c) shall not apply
in the event that Employee’s employment is terminated by Pinnacle without cause.
For the purposes of this sub-paragraph (c), “cause” shall be defined as (1) the
willful and continued failure of Employee to perform substantially the




 









 






	 	 	 	duties
reasonably assigned, or (2) the Employee’s engaging in illegal conduct or
misconduct that is injurious to Pinnacle’s business or reputation.






	 	7.	 	Employee acknowledges that monetary damages for the breach of Employee of any
undertaking contained in Paragraph 6(a), (b) or (c) of this Agreement will be inadequate and agrees
that Pinnacle will be entitled to preliminary and permanent injunctive relief in
addition to any other legal remedies that may be available to it.
	 
	 	8.	 	The parties understand and agree that this Agreement shall not be and is not to
be construed as a contract of for a specific term or duration of employment. Pinnacle
maintains an employment-at-will policy. Just as employees are free to end their
employment with Pinnacle at any time for any reason, Pinnacle is free to end the
employment relationship with any employee at any time for any reason.
	 
	 	9.	 	Employee understands that in the event of Termination, Employee is not entitled
to receive any further commissions, bonuses, overrides, trails, finder’s fees or any
other compensation which Employee would have earned later had Employee remained in the
employ of Pinnacle, other than such amounts as Employee already has earned as of the
effective date of Termination and due on transactions that occurred during the month
immediately preceding the termination of Employee’s employment.
	 
	 	10.	 	Employee agrees that any controversy or dispute arising under this Agreement,
or out of Employee’s employment by Pinnacle (including, but not limited to, claims
arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967 and analogous state statutes) shall be
submitted for arbitration upon demand of either party in accordance with the rules of
the Financial Industry Regulatory Authority or the New York Stock Exchange,
Inc., provided, however, that in the event of a breach of any undertaking contained in
Paragraph 6(a), (b) or (c) of this Agreement, Pinnacle shall be entitled to apply for and obtain from
any state or federal court the injunctive relief provided for in Paragraph 7 of this
Agreement before or after the commencement of any arbitration proceeding, such relief
to be afforded to Pinnacle pending the decision of the arbitrators.
	 
	 	11.	 	The parties agree that in the event any controversy or dispute arising under
this Agreement, or out of Employee’s employment by Pinnacle is determined to be
ineligible for arbitration, NEITHER PARTY SHALL NOT EXERCISE ANY RIGHTS IT MAY HAVE TO
ELECT OR DEMAND A TRIAL BY JURY. THE EMPLOYEE AND PINNACLE HEREBY EXPRESSLY WAIVE ANY
RIGHT TO A TRIAL BY JURY. The Employee acknowledges and agrees that this provision is
a specific and material aspect of the agreement between the parties and that Pinnacle
would not enter into this Agreement with Employee if this provision were not part of
the Agreement.
	 
	 	12.	 	This Agreement shall be governed, construed and enforced in accordance with the
laws of the State of Tennessee.
	 
	 	13.	 	This Agreement is binding on Employee, Employee’s estate and those with
authority to act on Employee’s behalf. It is also binding on any organization that may
succeed Pinnacle’s interests.
	 
	 	14.	 	Pinnacle’s failure to enforce a breach of this Agreement will not constitute a
waiver of Pinnacle’s right to enforce any other breach of this Agreement.





 









 











	 	15.	 	If any part of this Agreement shall be held invalid or unenforceable, that part
shall be deemed modified as necessary to make it effective and the remaining provisions
of this Agreement shall remain in effect.
	 
	 	16.	 	Employee understands that Pinnacle is relying on the representations and
agreements evidenced herein and that this Agreement incorporates the entire
understanding between Employee and Pinnacle on the subject matter herein and may not be
changed except by a writing signed by a duly authorized officer of Pinnacle and
Employee.
	 
	 	17.	 	Employee acknowledges that Employee was given the opportunity to read this
Agreement and to seek the assistance of counsel before Employee decided to join
Pinnacle and to sign this Agreement.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
hereinabove written.



	 	 	 
	/s/ Harvey White

	 	/s/ Robert A. McCabe, Jr.
	 

	 	 
	EMPLOYEE

	 	PINNACLE NATIONAL BANK
	 
	 	 
	 

	 	By (please print): Robert A. McCabe, Jr.
	 
	 	 
	/s/ Nathan A. Hunter

	 	/s/ Lisa Hunley
	 

	 	 
	Witness

	 	Witness