exv10w57






EXHIBIT 10.57









BONUS AGREEMENT




     THIS BONUS 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



     WHEREAS, Pinnacle and Employee believe it to be mutually advantageous to provide for the
payment by Pinnacle of an employment bonus to Employee upon the terms and conditions hereafter set
forth:



     NOW THEREFORE, the parties hereto agree as follows:




	 	1.	 	Pinnacle will pay a bonus, in accordance with the matters noted in Item 2
below, to Employee in the amount of $50,000(Fifty thousand dollars). This Agreement
and any bonus payable 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 payment of bonus hereunder is
specifically conditioned on Pinnacle’s ability to pay the bonus without interference
from Employee’s creditors.
	 
	 	2.	 	The bonus payable to the Employee will be paid 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 on the balance owed the
Employee for each accounting period (Federal mid-term rate is 2.25%). The annual
installment is conditional upon the continued employment of the Employee by Pinnacle.
	 
	 	 	 	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”), Pinnacle will not owe any further bonus installment
payments to the Employee.
	 
	 	3.	 	In consideration of Employee’s employment as a Chairman, the bonuses to be paid
under this Agreement, and other good and valuable consideration, Employee further agrees
that 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.






	 	4.	 	Employee acknowledges that monetary damages for the breach of Employee of any
undertaking contained in Paragraph 3 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.
	 
	 	5.	 	The parties understand and agree that this Agreement shall not be and is not to
be construed as a contract 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.
	 
	 	6.	 	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.
	 
	 	7.	 	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 3 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 4 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.
	 
	 	8.	 	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 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.
	 
	 	9.	 	This Agreement shall be governed, construed and enforced in accordance with the
laws of the State of Tennessee.
	 
	 	10.	 	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.
	 
	 	11.	 	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.





 









 












	 	12.	 	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.
	 
	 	13.	 	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.
	 
	 	14.	 	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.
	 

	 	 
	 
	 	 
	HARVEY WHITE

	 	PINNACLE NATIONAL BANK
	 
	 	 
	 

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

	 	/s/ Lisa Hunley
	 

	 	 
	Witness

	 	Witness