exv10w54






EXHIBIT 10.54




[PNFP Letterhead]



November 24, 2009



Via Hand Delivery




Mr. Robert A. McCabe

211 Commerce Street, Suite 300

Nashville, Tennessee 37201



Dear Mr. McCabe,



Pinnacle Financial Partners, Inc. (the “Company”) has entered into a Securities Purchase Agreement
(the “Participation Agreement”), with the United States Department of Treasury (“Treasury”)
pursuant to which the Company is a participant in the Treasury’s Capital Purchase Program (the
“CPP”) under the Trouble Asset Relief Program (“TARP”). If the Company ceases at any time to
participate in the CPP, this letter shall be of no further force and effect.



In connection with the closing of the Treasury’s investment in the Company under the CPP, you
executed a letter agreement (the “Initial Letter”) in which, in consideration of the benefits that
you were to receive as a result of the Company’s participation in the CPP, you agreed to certain
modifications and limitations on your compensation arrangement with the Company. Subsequent to the
closing of the Treasury’s investment in the Company under the CPP, the United States Congress
amended the executive compensation limitations applicable to entities participating in the CPP and
instructed the Treasury to adopt rules and regulations implementing these modified limitations. On
June 10, 2009, the Treasury issued an interim final rule (the “IFR”) providing guidance on these
modified compensation provisions. To comply with these modification requirements, and in
consideration of the benefits that you will receive as a result of the Company’s continued
participation in the CPP, you agree as follows:





	 	(1)	 	No Golden Parachute Payments. Under the terms of the EESA Restrictions, the
Company is prohibited from paying any golden parachute payment to a senior executive
officer or any of the next five most highly compensated employees of the Company or the
Bank during the TARP Period. Accordingly, the Company is prohibiting any golden
parachute payment to you during the TARP Period if you are a senior executive officer
or one of the next five most highly compensated employees of the Company or the Bank.
Whether you are a senior executive officer or one of the next five most highly
compensated employees will be determined by reference to the definitions thereof
contained in the IFR, as amended from time to time.
	 
	 	(2)	 	Recovery of Bonus, Incentive Compensation and Retention Award. Under the terms
of the EESA Restrictions, the Company must ensure that any payment that




 









 











Mr. Robert A. McCabe

November 24, 2009

Page 2





	 	 	 	is, or is in the nature of a bonus incentive compensation or retention award, made
to a senior executive officer or the next twenty most highly compensated employees
of the Company or the Bank during the TARP Period is subject to a provision for
recovery or “clawback” by the Company if the bonus payment was based on materially
inaccurate financial statements (which includes, but is not limited to, statements
of earnings, revenues, or gains) or any other potentially inaccurate performance
metric criteria. Accordingly, any bonus, incentive compensation or retention award
made to you during the TARP Period is subject to recovery or “clawback” by the
Company if the payments were based on materially inaccurate financial statements
(which includes but is not limited to statements of earnings, revenues, or gains) or
any other materially inaccurate performance metric criteria. Whether you are a
senior executive officer or one of the next twenty most highly compensated employees
of the Company or the Bank, and thus subject to this clawback provision, will be
determined by reference to the definitions thereof contained in the IFR, as amended
from time to time.
	 
	 	(3)	 	Limitation on Bonus, Incentive and Retention Awards. Under the terms of the
EESA Restrictions the Company is prohibited from paying or accruing during the TARP
Period any payment that is, or is in the nature of, a bonus, incentive compensation or
retention award to at least the five most highly compensated employees of the Company
or the Bank. Accordingly, for so long as you are one of the five most highly
compensated employees of the Company or the Bank or any other employee to which this
restriction applies under the IFR, as amended from time to time, except for any bonus
payment, incentive compensation or retention award required to be paid to you pursuant
to a written employment contract executed on or before February 11, 2009, as such valid
employment contracts are determined by the Secretary of the Treasury or his designee,
by regulation or otherwise, the Company may not during the TARP Period pay to you or
accrue on your behalf any payment that is, or is in the nature of, a bonus, incentive
compensation or retention award (as such terms are defined in the IFR, as amended from
time to time) except for as permitted under the IFR, as amended from time to time,
which permits long-term restricted stock that (i) does not fully vest during the CPP
Covered Period; (ii) has a value in an amount that is not
greater than 1/3 of the total amount of your annual compensation for the fiscal year
in which the award is granted; and (iii) is subject to such other terms and
conditions as the Secretary of the Treasury may determine is in the public interest,
including the limitations set forth in the IFR, as amended from time to time.
Whether you are on of the five most highly compensated employees of the Company or
an employee to whom the Company may not pay, or for whom the Company may not accrue,
a payment that is, or in the nature of, a bonus, incentive compensation or retention
award, will be determined by reference to the IFR, as amended from time to time.




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Mr. Robert A. McCabe

November 24, 2009

Page 3





	 	(4)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive, retention and other benefit plans, arrangements and agreements (including
golden parachute, severance and employment agreements) (collectively, “Benefit Plans”)
with respect to you is hereby amended to the extent necessary to give effect to
provisions (1), (2) and (3). For reference, certain affected Benefit Plans are set
forth in Appendix A to this letter.
	 
	 	 	 	In addition, the Company is required to review its Benefit Plans to ensure that they
exclude incentives for senior executive officers to take unnecessary and excessive
risks that threaten the value of the Company during the CPP Covered Period. To the
extent any such review requires revisions to any Benefit Plan with respect to you,
you and the Company agree to negotiate such changes promptly and in good faith.
	 
	 	(5)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive officers”
as defined in the IFR, as amended from time to time.
	 
	 	•	 	“Golden parachute payment” is used with same meaning as in the IFR, as
amended from time to time.
	 
	 	•	 	“TARP Period” means the period beginning with the Company’s receipt of any
financial assistance (as defined in the IFR, as amended from time to time) and
ending on the last date upon which an obligation (as defined in the IFR, as
amended from time to time) arising from financial assistance remains
outstanding (disregarding any warrants to purchase common stock of the Company
that the Treasury may hold).
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as amended by
the American Recovery and Reinvestment Act of 20089 (the “ARRA”), and rules,
regulations, guidance or other requirements issued thereunder or agreement
between the Company and the Treasury with respect thereto, including the IFR,
as amended from time to time (the “ESSA Restrictions”).
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). In
connection with your delivery of the Initial Letter, you also delivered a
waiver pursuant to the Participation Agreement, and, as between the Company and
you, the term “employer” in that waiver is deemed to mean the Company as used
in this letter.




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Mr. Robert A. McCabe

November 24, 2009

Page 4





	 	•	 	Provisions (1), (2) and (3) of this letter are intended to, and will be
interpreted, administered and construed to comply with Section 111 of EESA and
the ESSA Restrictions (and, to the maximum extent consistent with the
preceding, to permit operation of the Benefit Plans in accordance with their
terms before giving effect to this letter).






	 	(6)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of Tennessee. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile or portable document format (“.pdf”) form will be
deemed an original signature.
	 
	 	(7)	 	Replacement of Initial Letter. This letter supersedes and replaces the Initial
Letter in its entirety.




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Mr. Robert A. McCabe

November 24, 2009

Page 5



The Board appreciates the concessions you are making and looks forward to your continued leadership
during these financially turbulent times.



Yours sincerely,



Pinnacle Financial Partners, Inc.




	 	 	 	 
	 	 
	By:  	/s/ Rachel M. West
 	 
	 	Name:  	Rachel M. West 	 
	 	Title:  	Chief Human Resources Officer 	 



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Mr. Robert A. McCabe

November 24, 2009

Page 6



Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth
below.




	 	 	 	 
	 	 
	/s/ Robert A. McCabe
 	 
	Robert A. McCabe 	 
	 	 
	 


Date: November 24, 2009






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Appendix A



Pinnacle Financial Partners 2004 Equity Incentive Plan, including cash awards thereunder under the
2008 Cash Incentive Plan, and subsequent cash incentive award plans, all stock option awards
thereunder, and all restricted share awards thereunder.



Employment Agreement with M. Terry Turner, as amended, dated January 1, 2008.



Employment Agreement with Robert McCabe, Jr., as amended, dated January 1, 2008.



Employment Agreement with Hugh M. Queener, as amended, dated January 1, 2008.



Employment Agreement with Harold R. Carpenter, as amended, dated January 1, 2008.