|
Exhibit 10.44
PINNACLE FINANCIAL PARTNERS,
INC.
Form of Restricted Stock Agreement
THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between Pinnacle Financial
Partners, Inc., a Tennessee corporation (the "Company"), and
_____ (the "Grantee"). Capitalized
terms used but not defined in this Agreement shall have the meaning
ascribed to such terms in the Pinnacle Financial Partners, Inc.
2004 Equity Incentive Plan (the "Plan").
Section 1. Restricted Stock Award . The
Grantee is hereby granted the right to receive
xxx shares (the "Restricted Stock")
of the Company's common stock, $1.00 par value per share (the
"Common Stock"), subject to the terms and conditions of this
Agreement and the Plan.
Section 2. Lapse of Restrictions . Subject
to Sections 5 and 9 hereof, the restrictions
associated with the shares of Restricted Stock granted pursuant to
Section 1 hereof shall lapse at such times (each, a "Vesting
Date") and in the amounts set forth below:
(a) the restrictions
with respect to one-third of the shares, or
xxx shares, of Restricted Stock
granted hereunder shall lapse on the date that the Company's
independent auditors issue their report on the Company's financial
statements for the fiscal year ending December 31, 2007 in the
event that the Company's diluted earnings per share (exclusive of
the impact of any merger-related charges, if any) for the fiscal
year ended December 31, 2007 is equal to or greater than $____ and
the Company’s ratio of criticized and classified assets to
total capital (as defined in the Company’s strategic
framework) at December 31, 2007 is less than --%;
(b) the restrictions
with respect to one-third of the shares, or
xxx shares, of Restricted Stock
granted hereunder shall lapse on the date that the Company’s
independent auditors issue their report on the Company’s
financial statements for the fiscal year ending December 31, 2008,
in the event that the Company's reported diluted earnings per share
(exclusive of the impact of any merger-related charges, if any) for
the fiscal year ended December 31, 2008 is equal to or greater than
the fully diluted earnings per share target established by the
Board of Directors during the Company’s 2007 strategic
planning process and the Company’s ratio of criticized and
classified assets to total capital (as defined in the
Company’s strategic framework) at December 31, 2008 is less
than --%; and
(c) the
restrictions with respect to one-third of the shares, or
xxx shares, of Restricted Stock
granted hereunder shall lapse on the date that the Company’s
independent auditors issue their report on the Company’s
financial statements for the fiscal year ending December 31, 2009,
in the event that the Company's reported diluted earnings per share
(exclusive of the impact of any merger-related charges, if any) for
the fiscal year ended December 31, 2009 is equal to or greater than
the fully diluted earnings per share target established by the
Board of Directors during the Company’s 2007 strategic
planning process and the Company’s ratio of criticized and
classified assets to total capital (as defined in the
Company’s strategic framework) at December 31, 2009 is less
than --%; or
(d) should
restrictions with respect to the shares of Restricted Stock granted
hereunder not lapse with respect to the terms and conditions as
described on the Vesting Dates noted in Section 2(a), 2(b) or 2(c),
the restrictions shall lapse on the date the Company’s
independent auditors issue their report on the Company’s
financial statements for the fiscal year ended December 31, 2009,
in the event that the Company's reported cumulative diluted
earnings per share (exclusive of the impact of any merger-related
charges, if any) for the fiscal years ending December 31, 2007,
2008 and 2009 is equal to or greater than $___ plus the fully
diluted earnings per share target established by the Board of
Directors during the Company’s 2007 strategic planning
process and the Company’s ratio of criticized and classified
assets to total capital (as defined in the Company’s
strategic framework) at December 31, 2007; December 31, 2008 and
December 31, 2009 is less than --%.
Any shares of Restricted Stock for which the
performance targets identified above are not met shall be
immediately forfeited and the Grantee shall have no further rights
with respect to such shares of Restricted Stock.
Page 1
In the event that the Human Resources and
Compensation Committee of the Board of Directors of the Company
(the "Compensation Committee") determines that an event has
occurred during any fiscal year which has impacted the Company's
reported diluted earnings per share for such fiscal year, the
Compensation Committee shall have the right, in its sole and
absolute discretion, to increase or decrease the vesting targets to
reflect such event for purposes of calculating the vesting of
shares of Restricted Stock under this Section 2 for such
fiscal year and for any or all future fiscal years; provided,
however, that the Compensation Committee shall not make such
changes as would cause the award hereunder to be in violation of
Section 162(m) of the Internal Revenue Code of 1986, as
Amended.
Section 3. Distribution of Restricted
Stock . Certificates representing the shares of Restricted
Stock that have vested under Section 2 wil
| 
