Exhibit 10.5 Form of Nonqualified Stock Option Agreement


    Exhibit
      10.5


    PINNACLE
      FINANCIAL PARTNERS, INC.

    Non-Qualified
      Stock Option Agreement

    


    THIS
      NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into
      as of this _____ day of ______, 2006 (the “Grant Date”), by and between Pinnacle
      Financial Partners, Inc., a Tennessee corporation (together with its
      Subsidiaries and Affiliates, the “Company”), and __________________ (the
“Optionee”). Capitalized terms not otherwise defined herein shall have the
      meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. 2004
      Equity Incentive Plan, as amended (the “Plan”).

    


    WHEREAS,
      the Company has adopted the Plan, which permits the issuance of stock options
      for the purchase of shares of the common stock, par value $1.00 per share,
      of
      the Company (the “Shares”); and

    


    WHEREAS,
      the Company desires to afford the Optionee an opportunity to purchase Shares
      as
      hereinafter provided in accordance with the provisions of the Plan;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto, intending to be legally bound
      hereby, agree as follows:

    


    Grant
      of Option.
      The
      Company grants as of the date of this Agreement the right and option (the
“Option”) to purchase __________ Shares, in whole or in part (the “Option
      Stock”), at an exercise price of $_________ per Share, on the terms and
      conditions set forth in this Agreement and subject to all provisions of the
      Plan. The Optionee, holder or beneficiary of the Option shall not have any
      of
      the rights of a shareholder with respect to the Option Stock until such person
      has become a holder of such Shares by the due exercise of the Option and payment
      of the Option Payment (as defined in Section 3 below) in accordance with this
      Agreement.

    


    The
      Option shall be a non-qualified stock option. In order to provide the Company
      with the opportunity to claim the benefit of any income tax deduction which
      may
      be available to it upon the exercise of the Option, and in order to comply
      with
      all applicable federal or state tax laws or regulations, the Company may take
      such action as it deems appropriate to insure that, if necessary, all applicable
      federal, state or other taxes are withheld or collected from the
      Optionee.

    


    Exercise
      of Option.
      Optionee may exercise the Option with respect to the percentage and number
      of
      shares set forth below from and after the dates specified below:

    


    
      	
              Cumulative

              Percentage
                Vested

            	 	
              Date
                of Vesting

            	 	
              Cumulative

              Options
                Exercisable

            
	
              ________
                %

            	 	
              _______________,
                _______

            	 	
              __________

            
	
              ________
                %

            	 	
              _______________,
                _______

            	 	
              __________

            
	
              ________
                %

            	 	
              _______________,
                _______

            	 	
              __________

            
	
              ________
                %

            	 	
              _______________,
                _______

            	 	
              __________

            
	
              ________
                %

            	 	
              _______________,
                _______

            	 	
              __________

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Notwithstanding
      the above, each outstanding Option shall vest and become exercisable upon the
      occurrence of a Change in Control, but only if and to the extent so determined
      by the Committee, and shall be governed by the provisions of Section 12 of
      the
      Plan.

    


    Manner
      of Exercise.
      The
      Option may be exercised in whole or in part at any time within the period
      permitted hereunder for the exercise of the Option, with respect to whole Shares
      only, by serving written notice of intent to exercise the Option substantially
      in the form of Exhibit
      A
      hereto
      delivered to the Company at its principal office no earlier than thirty (30)
      days and no later than ten (10) days prior to the date upon which Optionee
      desires to exercise all or any portion of the Option, stating the number of
      Shares to be purchased, the person or persons in whose name the Shares are
      to be
      registered and each such person’s address and social security number. Such
      notice shall not be effective unless accompanied by payment in full of the
      Option Price for the number of Shares with respect to which the Option is then
      being exercised (the “Option Payment”) and cash equal to the required
      withholding taxes as set forth by Internal Revenue Service and applicable State
      tax guidelines for the employer's minimum statutory withholding. The Option
      Payment shall be made in cash or cash equivalents or in whole Shares that have
      been held by the Optionee for at least six months prior to the date of exercise
      valued at the Shares’ Fair Market Value on the date of exercise (or next
      succeeding trading date if the date of exercise is not a trading date) or the
      actual sales price of such Shares, together with any applicable withholding
      taxes, or by a combination of such cash (or cash equivalents) and Shares. The
      Optionee shall not be entitled to tender Shares pursuant to successive,
      substantially simultaneous exercises of the Option or any other stock option
      of
      the Company. Subject to applicable securities laws, the Optionee may also
      exercise the Option by delivering a notice of exercise of the Option and by
      simultaneously selling the Shares of Option Stock thereby acquired pursuant
      to a
      brokerage or similar agreement approved in advance by proper officers of the
      Company, using the proceeds of such sale as payment of the Option Payment,
      together with any applicable withholding taxes. For purposes of this Agreement,
      “Fair Market Value” means the closing sales price of the Shares on the Nasdaq
      Stock Market’s National Market or the actual sales price of such
      Shares.

    


    Termination
      of Option.
      The
      Option will expire ten years from the date of grant of the Option (the “Term”)
      with respect to any then unexercised portion thereof, unless terminated earlier
      as set forth below:

    


    Termination
      by Death.
      If the
      Optionee’s employment by the Company terminates by reason of death, this Option
      may thereafter be exercised by the legal representative of the estate or by
      the
      legatee of the Optionee under the will of the Optionee, to the extent that
      the
      Optionee was entitled to exercise it at the date of the Optionee’s death, for a
      period of one year from the date of death or until the expiration of the Term
      of
      the Option, whichever period is the shorter.

    


    Termination
      by Reason of Disability.
      If the
      Optionee’s employment by the Company terminates by reason of Disability, this
      Option may thereafter be exercised by the Optionee or personal representative
      or
      guardian of the Optionee, as applicable, to the extent the Optionee was entitled
      to exercise it at the date of the Optionee’s Disability, for a period of one
      year from the date of such termination of employment or until the expiration
      of
      the Term of the Option, whichever period is the shorter.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    Termination
      by Retirement.
      If
      Optionee’s employment by the Company terminates by reason of Retirement, this
      Option may thereafter be exercised by the Optionee, to the extent the Option
      was
      exercisable at the time of such termination, for a period of one year from
      the
      date of such termination of employment or until the expiration of the Term
      of
      the Option, whichever period is the shorter.

    


    Termination
      for Cause or Voluntary Termination.
      If the
      Optionee’s employment by the Company is voluntarily terminated or terminated for
      Cause, this Option shall terminate immediately and become void and of no
      effect.

    


    Other
      Termination.
      If the
      Optionee’s employment by the Company is involuntarily terminated for any reason
      other than for Cause, death, Disability or Retirement, this Option may be
      exercised, to the extent the Option was exercisable at the time of such
      termination, by the Optionee for a period of three months from the date of
      such
      termination of employment or the expiration of the Term of the Option, whichever
      period is the shorter.

    


    No
      Right to Continued Employment.
      The
      grant of the Option shall not be construed as giving Optionee the right to
      be
      retained in the employ of the Company, and the Company may at any time dismiss
      Optionee from employment, free from any liability or any claim under the
      Plan.

    


    Adjustment
      to Option Stock.
      The
      Committee shall may make equitable and proportionate adjustments in the terms
      and conditions of, and the criteria included in, this Option in recognition
      of
      unusual or nonrecurring events (including, without limitation, the events
      described in Section 4.2 of the Plan) affecting the Company or the financial
      statements of the Company or of changes in applicable laws, regulations, or
      accounting principles in accordance with the Plan. 

    


    Amendments
      to Option.
      Subject
      to the restrictions contained in the Plan, the Committee may waive any
      conditions or rights under, amend any terms of, or alter, suspend, discontinue,
      cancel or terminate, the Option, prospectively or retroactively; provided that
      any such waiver, amendment, alteration, suspension, discontinuance, cancellation
      or termination that would adversely affect the rights of the Optionee or any
      holder or beneficiary of the Option shall not to that extent be effective
      without the consent of the Optionee, holder or beneficiary
      affected.

    


    Limited
      Transferability.
      During
      the Optionee’s lifetime this Option can be exercised only by the Optionee except
      as otherwise provided in Sections 4(a) and 4(b) above or in this Section 8.
      This
      Option may not be assigned, alienated, pledged, attached, sold or otherwise
      transferred or encumbered by Optionee other than (i) to a Permitted Transferee
      (as defined in the Plan) or (ii) by will or the laws of descent and
      distribution. Any attempt to otherwise transfer this Option shall be void.
      No
      transfer of this Option by the Optionee by will or by laws of descent and
      distribution shall be effective to bind the Company unless the Company shall
      have been furnished with written notice thereof and an authenticated copy of
      the
      will and/or such other evidence as the Committee may deem necessary or
      appropriate to establish the validity of the transfer. Any transfer of this
      Option by the Optionee to a Permitted Transferee must be for no consideration
      and, after the transfer, the Permitted Transferee shall have the sole
      responsibility for determining whether and when to exercise the Option. A
      Permitted Transferee may not transfer any such Option other than by will or
      the
      laws of descent and distribution.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


    Reservation
      of Shares.
      At all
      times during the term of this Option, the Company shall use its best efforts
      to
      reserve and keep available such number of Shares as shall be sufficient to
      satisfy the requirements of this Agreement.

    


    Plan
      Governs.
      The
      Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
      bound by all the terms and provisions thereof. The terms of this Agreement
      are
      governed by the terms of the Plan, and in the case of any inconsistency between
      the terms of this Agreement and the terms of the Plan, the terms of the Plan
      shall govern.

    


    Severability.
      If any
      provision of this Agreement is, or becomes, or is deemed to be invalid, illegal,
      or unenforceable in any jurisdiction or as to any Person or the Award, or would
      disqualify the Plan or Award under any laws deemed applicable by the Committee,
      such provision shall be construed or deemed amended to conform to the applicable
      laws, or if it cannot be construed or deemed amended without, in the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award, and the remainder of the Plan and Award shall remain in full force and
      effect.

    


    Notices.
      All
      notices required to be given under this Option shall be deemed to be received
      if
      delivered or mailed as provided for herein to the parties at the following
      addresses, or to such other address as either party may provide in writing
      from
      time to time.

    


            To
      the
      Company:     Pinnacle
      Financial Partners, Inc. 

    211
      Commerce Street, Suite 300

    Nashville,
      Tennessee 37201

    Attn:
      Chief Financial Officer

    


            To
      the
      Optionee:         The
      address then maintained with respect to the Optionee in the Company’s
      records.

     

    Governing
      Law.
      The
      validity, construction and effect of this Agreement shall be determined in
      accordance with the laws of the State of Tennessee without giving effect to
      conflicts of laws principles.

    


    Resolution
      of Disputes.
      Any
      dispute or disagreement which may arise under, or as a result of, or in any
      way
      related to, the interpretation, construction or application of this Agreement
      shall be determined by the Committee. Any determination made hereunder shall
      be
      final, binding and conclusive on the Optionee and the Company for all
      purposes.

    


    Successors
      in Interest.
      This
      Agreement shall inure to the benefit of and be binding upon any successor to
      the
      Company. This Agreement shall inure to the benefit of the Optionee’s legal
      representative and assignees. All obligations imposed upon the Optionee and
      all
      rights granted to the Company under this Agreement shall be binding upon the
      Optionee's heirs, executors, administrators, successors and assignees.


    


    


     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option
      Agreement to be duly executed effective as of the day and year first above
      written.

    


    


    PINNACLE
      FINANCIAL PARTNERS, INC.

    


    


    By:
      __________________________________

    


    


    Optionee:
      

    


    _____________________________________

    Please
      Print

    


    Optionee:
      

    


    _____________________________________

    Signature

    
       

      
        
           

        

        
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