Termination & Amendment Agmt with Ronald F. Knight


    Exhibit
      10.1


     

    TERMINATION
      AND AMENDMENT AGREEMENT

    


    


    This
      Termination and amendment Agreement dated as of December 30, 2005, amends the
      Amended and Restated Employment Agreement dated as of February 24, 2005
      (“Employment Agreement”), by and between Ronald F. Knight (“Executive”) and
      Cavalry Bancorp, Inc. (the “Company”) and terminates the Executive Agreement
      dated May 22, 2002, as amended by the First Amendment dated November 24, 2004,
      between Executive and Cavalry Banking (the “Bank”), a wholly-owned subsidiary of
      the Company (as amended, the “Executive Agreement”).

    


    WHEREAS,
      the Company is a party to an Agreement and Plan of Merger by and between the
      Company and Pinnacle Financial Partners, Inc., dated as of September 30, 2005
      (the “Merger Agreement”).

    


    WHEREAS,
      the parties desire to amend the Employment Agreement and terminate the Executive
      Agreements in order to address certain federal income tax issues arising under
      Section 280G of the Internal Revenue Code upon consummation of the Merger
      Agreement and to provide certain protections to the Company in certain
      events.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    1. Except
      as
      specifically modified herein, the terms of the Employment Agreement remain
      in
      force and effect (the Employment Agreement, as amended hereby, is hereinafter
      referred to as the “Agreement”).

    


    2. The
      parties agree in accordance with the regulations issued under Section 409A
      of
      the Internal Revenue Code, that concurrently with the execution hereof,
      Executive shall receive a one-time payment of $787,249.00 and the Executive
      Agreement shall be terminated and of no further force and effect.

    


    3. In
      the
      event of a Change in Control, as defined in Section 5(a) of the Employment
      Agreement, the amount of the payment made under Section 2 above shall be
      excluded from the calculation of “base amount” under Section 5(c) of the
      Employment Agreement.

    


    4. Section
      11(a) of the Employment Agreement shall be modified to add the following
      sentence at the end of said Section 11(a):

    


    “Notwithstanding
      the foregoing, no payment by the Company shall be required for the first twelve
      months of the non-competition period otherwise provided for
      herein.”

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Termination and Amendment
      Agreement on December 30, 2005.

     

     

    

      


      
        	 	
                Executive:

              
	 	
                

              
	 	
                Ronald
                  F. Knight

              
	 	 


      

      


      


      
        	 	
                CAVALRY
                  BANCORP, INC.

              
	
                by:

              	 
	 	
                William
                  S. Jones

              
	 	 


      

      


      


      
        	 	
                CAVALRY
                  BANKING

              
	
                by:

              	 
	 	
                Ira
                  B. Lewis, Jr.