Termination and Amendment Agmt with William S. Jones


    Exhibit
      10.2

    

      TERMINATION
        AND AMENDMENT AGREEMENT

      


      


      This
        Termination and amendment Agreement dated as of December 30, 2005, amends
        the
        Employment Agreement dated as of February 24, 2005 (“Employment Agreement”), by
        and between William S. Jones (“Executive”) and Cavalry Bancorp, Inc. (the
“Company”) and terminates the Executive Agreement dated May 20, 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 $801,880.00, 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:

            
	 	
              

            
	 	
              William
                S. Jones

            
	 	 


    

    


    


    
      	 	
              CAVALRY
                BANCORP, INC.

            
	
              by:

            	 
	 	
              Ronald
                F. Knight

            
	 	 


    

    


    


    
      	 	
              CAVALRY
                BANKING

            
	
              by:

            	 
	 	
              Ira
                B. Lewis, Jr.