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PINNACLE FINANCIAL PARTNERS,
INC.
2009 ANNUAL CASH INCENTIVE
PLAN
As approved by the Human
Resources and Compensation
Committee of Pinnacle Financial Partners on
March 2, 2009
PINNACLE FINANCIAL PARTNERS,
INC.
2009 Annual Cash Incentive
Plan
The overall
objectives of the 2009 Annual Cash Incentive Plan (the
“Plan”) are to:
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1.
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Motivate participants to ensure that
important corporate soundness thresholds and corporate
profitability objectives for 2009 are achieved, and
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2.
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Provide a reward system that
encourages teamwork and cooperation in the achievement of firm-wide
goals.
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This Plan shall
be administered pursuant to the Pinnacle Financial Partners, Inc.
2004 Equity Incentive Plan. All provisions hereof shall be
interpreted accordingly. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Pinnacle Financial
Partners, Inc. 2004 Equity Incentive Plan.
EFFECTIVE
DATES OF THE PLAN:
The Plan is
effective from January 1, 2009 (Effective Date) through
December 31, 2009.
The Human
Resources and Compensation Committee of the Board of Directors (the
“HRC”) is responsible for the overall administration of
the Plan and shall have the authority to select the associates who
are eligible for participation in the Plan. The CFO, with the
oversight of the CEO, provides periodic updates as to the status of
the Plan as follows:
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Produces status reports on a
periodic basis to the CEO, the Leadership Team and the HRC in order
to ensure the ongoing effectiveness of the Plan. The CEO has
discretion related to communication of the status of the incentive
plan to all Plan participants.
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Makes recommendations for any Plan
modifications (including target performance or payout awards) as a
result of substantial changes to the organization or
participants’ responsibilities to ensure fairness to all Plan
participants.
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At
the end of the Plan period, prepares, verifies, approves and
submits the appropriate award calculations and payout
authorizations to the CEO and, ultimately the HRC, for approval and
distribution.
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The
Company’s Chief Risk Officer shall evaluate, report and
discuss with the HRC whether any features of the Plan should be
limited in order to ensure that the Company’s senior
executive officers are not encouraged to take unnecessary or
excessive risks that threaten the value of the Company.
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Page
2
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Pinnacle Financial Partners,
Inc.
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2009 Annual Cash Incentive
Plan
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The HRC is
authorized to interpret the Plan, to establish, amend and / or
rescind any rules and regulations relating to the Plan and to make
any other determinations that it deems necessary or desirable for
the administration of the Plan. The HRC may correct any defect or
omission or reconcile any inconsistency in the Plan in the manner
and to the extent the HRC deems necessary or desirable. Any
decision of the HRC in the interpretation and administration of
Plan, as described herein, shall lie within its sole and absolute
discretion and shall be final conclusive and binding on all parties
concerned.
All associates
who are compensated via a predetermined salary or hourly wage and
are not included in any other compensation program or plan are
eligible for participation in the Plan. Additionally, in order to
be eligible for incentive awards, participants shall achieve
a rating of at “Meets Expectations” or higher for
overall performance for 2009. Participants who are not eligible for
an award due to their performance evaluation shall b
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