EXHIBIT 10.1
RESTATED FOR SEC FILING PURPOSES ONLY
PINNACLE FINANCIAL PARTNERS, INC.
2004 EQUITY INCENTIVE PLAN
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PINNACLE FINANCIAL PARTNERS, INC.
2004 EQUITY INCENTIVE PLAN
SECTION 1. PURPOSE
This plan shall be known as the "Pinnacle Financial Partners, Inc. 2004
Equity Incentive Plan" (the "Plan"). The purpose of the Plan is to promote the
interests of Pinnacle Financial Partners, Inc., a Tennessee corporation (the
"Company"), and its shareholders by (i) attracting and retaining Associates and
Directors of the Company and its Subsidiaries and Affiliates; (ii) motivating
such individuals by means of performance-related incentives to achieve
long-range performance goals, (iii) enabling such individuals to participate in
the long-term growth and financial success of the Company, (iv) encouraging
ownership of stock in the Company by such individuals, and (v) linking their
compensation to the long-term interests of the Company and its shareholders.
With respect to any awards granted under the Plan that are intended to comply
with the requirements of "performance-based compensation" under Section 162(m)
of the Code, the Plan shall be interpreted in a manner consistent with such
requirements.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "AFFILIATE" shall mean (i) any entity that, directly or
indirectly, is controlled by the Company, (ii) any entity in which the
Company has a significant equity interest, (iii) an affiliate of the
Company, as defined in Rule 12b-2 promulgated under Section 12 of the
Exchange Act, and (iv) any entity in which the Company has at least
twenty percent (20%) of the combined voting power of the entity's
outstanding voting securities, in each case as designated by the Board
as being a participating employer in the Plan.
(b) "ASSOCIATE" shall mean a current or prospective officer or
employee of the Company or of any Subsidiary or Affiliate.
(c) "AWARD" shall mean any Option, Stock Appreciation Right,
Restricted Share Award, Restricted Share Unit, Performance Unit Award,
Performance Share Award, Performance Award, Other Stock-Based Award or
other award granted under the Plan, whether singly, in combination or
in tandem, to a Participant by the Committee (or the Board) pursuant to
such terms, conditions, restrictions and/or limitations, if any, as the
Committee (or the Board) may establish.
(d) "BANK" shall mean Pinnacle National Bank.
(e) "AWARD AGREEMENT" shall mean any written agreement,
contract or other instrument or document evidencing any Award, which
may, but need not, be executed or acknowledged by a Participant.
(f) "BOARD" shall mean the board of directors of the Company.
(g) "CAUSE" shall have the same meaning as provided in the
employment agreement between the Participant and the Company or any
Affiliate on the date of Termination of Service, or if no such
definition or employment agreement exists, "Cause" shall mean conduct
amounting to (1) fraud or dishonesty against the Company or any
Affiliate; (2) the Participant's willful misconduct, repeated refusal
to follow the reasonable directions of the Board or knowing violation
of law in the course of performance of the duties of Participant's
service with the Company or any Affiliate; (3) repeated absences from
work without a reasonable excuse; (4) repeated intoxication with
alcohol or drugs while on the Company's or any Affiliate's premises
during regular business hours; (5) a conviction or plea of guilty or
NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a
breach or violation of the terms of any agreement to which Participant
and the Company or any Affiliate are party.
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(h) "CHANGE IN CONTROL" shall mean any one of the following
events which may occur after the date the Award is granted:
(1) the acquisition by any person or persons acting
in concert of the then outstanding voting securities of either
the Bank or the Company, if, after the transaction, the
acquiring person (or persons) owns, controls or holds with
power to vote forty percent (40%) or more of any class of
voting securities of either the Bank or the Company, as the
case may be;
(2) within any twelve-month period the persons who
were directors of either the Bank or the Company immediately
before the beginning of such twelve-month period (the
"Incumbent Directors") shall cease to constitute at least a
majority of such board of directors; provided that any
director who was not a director as of the beginning of such
twelve-month period shall be deemed to be an Incumbent
Director if that director was elected to such board of
directors by, or on the recommendation of or with the approval
of, at least two-thirds of the directors who then qualified as
Incumbent Directors; and provided further that no director
whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election
of directors shall be deemed to be an Incumbent Director;
(3) a reorganization, merger or consolidation, with
respect to which persons who were the shareholders of either
the Bank or the Company, as the case may be, immediately prior
to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of
the combined voting power entitled to vote in the election of
directors of the reorganized, merged or consolidated company's
then outstanding voting securities; or
(4) the sale, transfer or assignment of all or
substantially all of the assets of the Company and its
subsidiaries to any third party.
(i) "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(j) "COMMITTEE" shall mean a committee of the Board composed
solely of not less than two Non-Employee Directors, each of whom shall
be a "Non-Employee Director" for purposes of Exchange Act Section 16
and Rule 16b-3 thereunder and an "outside director" for purposes of
Section 162(m) and the regulations promulgated under the Code.
(k) "COVERED OFFICER" shall mean at any date (i) any
individual who, with respect to the previous taxable year of the
Company, was a "covered employee" of the Company within the meaning of
Section 162(m); provided, however, that the term "Covered Officer"
shall not include any such individual who is designated by the
Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected not to be such a "covered
employee" with respect to the current taxable year of the Company and
(ii) any individual who is designated by the Committee, in its
discretion, at the time of any Award or at any subsequent time, as
reasonably expected to be such a "covered employee" with respect to the
current taxable year of the Company or with respect to the taxable year
of the Company in which any applicable Award will be paid.
(l) "DIRECTOR" shall mean a member of the Board.
(m) "DISABILITY" shall the same meaning as provided in the
long-term disability plan or policy maintained or, if applicable, most
recently maintained, by the Company or any Affiliate for the
Participant. If no long-term disability plan or policy was ever
maintained on behalf of the Participant, Disability shall mean that
condition described in Code Section 22(e)(3), as amended from time to
time. In the event of a dispute, the determination of Disability shall
be made by the Board and shall be supported by advice of a physician
competent in the area to which such Disability relates.
(n) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended from time to time.
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(o) "FAIR MARKET VALUE" with respect to the Shares, shall
mean, for purposes of a grant of an Award as of any date, (i) the
closing sales price of the Shares on the Nasdaq Stock Market's National
Market System, or any other such exchange on which the Shares are
traded, on such date, or in the absence of reported sales on such date,
the closing sales price on the immediately preceding date on which
sales were reported or (ii) in the event there is no public market for
the Shares on such date, the fair market value as determined, in good
faith, by the Committee in its sole discretion, and for purposes of a
sale of a Share as of any date, the actual sales price on that date.
(p) "INCENTIVE STOCK OPTION" shall mean an option to purchase
Shares from the Company that is granted under Section 6 of the Plan and
that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.
(q) "NON-QUALIFIED STOCK OPTION" shall mean an option to
purchase Shares from the Company that is granted under Sections 6 or 10
of the Plan and is not intended to be an Incentive Stock Option.
(r) "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board
who is not an Associate of the Company or any Subsidiary or Affiliate.
(s) "OPTION" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.
(t) "OPTION PRICE" shall mean the purchase price payable to
purchase one Share upon the exercise of an Option.
(u) "OTHER STOCK-BASED AWARD" shall mean any Award granted
under Sections 9 or 10 of the Plan.
(v) "OUTSIDE DIRECTOR" means, with respect to the grant of an
Award, a member of the Board then serving on the Committee.
(w) "PARTICIPANT" shall mean any Associate, Director or other
person who receives an Award under the Plan.
(x) "PERFORMANCE AWARD" shall mean any Award granted under
Section 8 of the Plan.
(y) "PERFORMANCE SHARE" shall mean any Share granted under
Section 8 of the Plan.
(z) "PERFORMANCE SHARE AWARD" shall mean any Award granted
under Section 8 of the Plan.
(aa) "PERFORMANCE UNIT" shall mean a right to receive a
designated dollar value which is contingent on the achievement of
certain performance goals during a specified performance period each as
set forth in an Award Agreement.
(bb) "PERFORMANCE UNIT AWARD" shall mean any Award granted
under Section 8 of the Plan.
(cc) "PERSON" shall mean any individual, corporation,
partnership, limited liability company, associate, joint-stock company,
trust, unincorporated organization, government or political subdivision
thereof or other entity.
(dd) "RESTRICTED SHARE" shall mean any Share granted under
Sections 7 or 10 of the Plan.
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(ee) "RESTRICTED SHARE UNIT" shall mean any unit granted under
Sections 7 or 10 of the Plan.
(ff) "RETIREMENT" shall mean, unless otherwise defined in the
applicable Award Agreement, retirement of a Participant from the employ
or service of the Company or any of its Subsidiaries or Affiliates in
accordance with the terms of the applicable Company retirement plan or,
if a Participant is not covered by any such plan, retirement on or
after such Participant's 65th birthday.
(gg) "SEC" shall mean the Securities and Exchange Commission
or any successor thereto.
(hh) "SECTION 16" shall mean Section 16 of the Exchange Act
and the rules promulgated thereunder and any successor provision
thereto as in effect from time to time.
(ii) "SECTION 162(M)" shall mean Section 162(m) of the Code
and the regulations promulgated thereunder and any successor or
provision thereto as in effect from time to time.
(jj) "SHARES" shall mean shares of the common stock, $0.01 par
value, of the Company.
(kk) "STOCK APPRECIATION RIGHT OR SAR" shall mean a stock
appreciation right granted under Sections 6 or 10 of the Plan that
entitles the holder to receive, with respect to each Share encompassed
by the exercise of such SAR, the amount, in cash or Shares, determined
by the Committee and specified in an Award Agreement. In the absence of
such a determination, the holder shall be entitled to receive, with
respect to each Share encompassed by the exercise of such SAR, the
excess of the Fair Market Value on the date of exercise over the Fair
Market Value on the date of grant.
(ll) "SUBSIDIARY" shall mean any Person (other than the
Company) of which a majority of its voting power or its equity
securities or equity interest is owned directly or indirectly by the
Company.
(mm) "SUBSTITUTE AWARDS" shall mean Awards granted solely in
assumption of, or in substitution for, outstanding awards previously
granted by a company acquired by the Company or with which the Company
combines.
(nn) "TANDEM SAR" shall mean an SAR that is granted under
Sections 6 or 10 of the Plan in relation to a particular Option and
that can be exercised only upon the surrender to the Company,
unexercised, of that portion of the Option to which the SAR relates.
(oo) "TERMINATION OF SERVICE" shall mean the termination of
the service relationship, whether employment or otherwise, between a
Participant and the Company and any Affiliates, regardless of the fact
that severance or similar payments are made to the Participant for any
reason, including, but not by way of limitation, a termination by
resignation, discharge, death, Disability or Retirement. The Committee
shall, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Service, including, but not
by way of limitation, the question of whether a leave of absence
constitutes a Termination of Service, or whether a Termination of
Service is for Cause.
SECTION 3. ADMINISTRATION
3.1 Authority of Committee. The Plan shall be administered by the
Committee, which shall be appointed by and serve at the pleasure of the Board;
provided, however, with respect to Awards to Outside Directors, all references
in the Plan to the Committee shall be deemed to be references to the Board.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority in its discretion to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to a Participant; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights or other matters are to be calculated in
connection with Awards; (iv) determine the timing, terms and conditions of any
Award; (v) accelerate the time at which all or any part of an Award may be
settled or exercised; (vi) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other
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property, or canceled, forfeited or suspended and the method or methods by which
Awards may be settled, exercised, canceled, forfeited or suspended; (vii)
determine whether, to what extent and under what circumstances cash, Shares,
other securities, other Awards, other property and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (viii) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan; (ix)
except to the extent prohibited by Section 6.2, amend or modify the terms of any
Award at or after grant with the consent of the holder of the Award; (x)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (xi) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan,
subject to the exclusive authority of the Board under Section 14 hereunder to
amend or terminate the Plan. Notwithstanding the provisions of Section 6.2
hereof and except as permitted by the provisions of Section 4.2 and Section 14
hereof, the Committee shall not have the power to (i) amend the terms of
previously granted Options to reduce the Option Price of such Options, or (ii)
cancel such Options and grant substitute Options with a lower Option Price than
the cancelled Options.
3.2 Committee Discretion Binding. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Subsidiary
or Affiliate, any Participant and any holder or beneficiary of any Award.
3.3 Action by the Committee. The Committee shall select one of its
members as its Chairperson and shall hold its meetings at such times and places
and in such manner as it may determine. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by not
less than a majority of its members. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The exercise of an Option or receipt of an Award shall be effective only
if an Award Agreement shall have been duly executed and delivered on behalf of
the Company following the grant of the Option or other Award. The Committee may
appoint a Secretary and may make such rules and regulations for the conduct of
its business as it shall deem advisable.
3.4 Delegation. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers or managers of the Company or
of any Subsidiary or Affiliate, or to a committee of such officers or managers,
the authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights with respect
to, or to alter, discontinue, suspend or terminate Awards held by Participants
who are not officers or directors of the Company for purposes of Section 16 or
who are otherwise not subject to such section.
3.5 No Liability. No member of the Board or Committee shall be liable
for any action taken or determination made in good faith with respect to the
Plan or any Award granted hereunder.
SECTION 4. SHARES AVAILABLE FOR AWARDS
4.1 Shares Available. Subject to the provisions of Section 4.2 hereof,
the stock to be subject to Awards under the Plan shall be the Shares of the
Company and the maximum number of Shares with respect to which Awards may be
granted under the Plan shall be 781,960 which includes 31,960 shares with
respect to awards which were authorized but not granted under the Pinnacle
Financial Partners, Inc. 2000 Stock Incentive Plan (the "2000 Plan").
Notwithstanding the foregoing and subject to adjustment as provided in Section
4.2, the maximum number of Shares with respect to which Awards may be granted
under the Plan shall be increased by the number of Shares with respect to which
Options or other Awards were granted under the 2000 Plan, as of the effective
date of this Plan but which terminate, expire unexercised or are settled for
cash, forfeited or cancelled without the delivery of Shares under the terms of
the 2000 Plan after the effective date of this Plan.
If, after the effective date of the Plan, any Shares covered by an
Award granted under this Plan, or to which such an Award relates, are forfeited,
or if such an Award is settled for cash or otherwise terminates, expires
unexercised or is canceled without the delivery of Shares, then the Shares
covered by such Award, or to which such Award relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to
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which Awards may be granted, to the extent of any such settlement, forfeiture,
termination, expiration or cancellation, shall again become Shares with respect
to which Awards may be granted. In the event that any Option or other Award
granted hereunder is exercised through the delivery of Shares or in the event
that withholding tax liabilities arising from such Award are satisfied by the
withholding of Shares by the Company, the number of Shares available for Awards
under the Plan shall be increased by the number of Shares so surrendered or
withheld. Notwithstanding the foregoing and subject to adjustment as provided in
Section 4.2 hereof, no Participant may receive Options or SARs under the Plan in
any calendar year that relate to more than 50,000 Shares.
4.2 Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee, in its sole discretion, to be
appropriate, then the Committee shall, in such manner as it may deem equitable
(and, with respect to Incentive Stock Options, in such manner as is consistent
with Section 422 of the Code and the regulations thereunder): (i) adjust any or
all of (1) the aggregate number of Shares or other securities of the Company (or
number and kind of other securities or property) with respect to which Awards
may be granted under the Plan; (2) the number of Shares or other securities of
the Company (or number and kind of other securities or property) subject to
outstanding Awards under the Plan; and (3) the grant or exercise price with
respect to any Award under the Plan, provided that the number of shares subject
to any Award shall always be a whole number; (ii) if deemed appropriate, provide
for an equivalent award in respect of securities of the surviving entity of any
merger, consolidation or other transaction or event having a similar effect; or
(iii) if deemed appropriate, make provision for a cash payment to the holder of
an outstanding Award.
4.3 Substitute Awards. Any Shares issued by the Company as Substitute
Awards in connection with the assumption or substitution of outstanding grants
from any acquired corporation shall not reduce the Shares available for Awards
under the Plan.
4.4 Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of issued Shares which have been reacquired by the Company.
SECTION 5. ELIGIBILITY
Any Associate or Director shall be eligible to be designated a
Participant; provided, however, that Outside Directors shall only be eligible to
receive Awards granted consistent with Section 10.
SECTION 6. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
6.1 Grant. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Participants to whom Options
and SARs shall be granted, the number of Shares, if any, subject to each Award,
the exercise price or price at which an SAR shall be granted (the "Grant Price")
and the conditions and limitations applicable to the exercise of each Option and
SAR. An Option may be granted with or without a Tandem SAR. An SAR may be
granted with or without a related Option. The Committee shall have the authority
to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to
grant both types of Options. In the case of Incentive Stock Options or Tandem
SARs related to such Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute. A person who has been granted an Option or SAR under this Plan may be
granted additional Options or SARs under the Plan if the Committee shall so
determine; provided, however, that to the extent the aggregate Fair Market Value
(determined at the time the Incentive Stock Option or Tandem SAR related thereto
is granted) of the Shares with respect to which all Incentive Stock Options or
Tandem SARs related to such Option are exercisable for the first time by an
Employee during any calendar year (under all plans described in subsection (d)
of Section 422 of the Code of the Employee's employer corporation and its parent
and Subsidiaries) exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options.
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6.2 Price. The Committee in its sole discretion shall establish the
Option Price at the time each Option is granted which price shall be set forth
in an Award Agreement. Except in the case of Substitute Awards, the Option Price
of an Option may not be less than 100% of the Fair Market Value of the Shares
with respect to which the Option is granted on the date of grant of such Option.
The Committee in its sole discretion shall establish the Grant Price at the time
each SAR is granted, which price shall be set forth in an Award Agreement and
may, in the Committee's sole discretion, be higher or lower than the Fair Market
Value of a Share on the date of grant.
6.3 Term. Subject to the Committee's authority under Section 3.1 and
the provisions of Section 6.5, each Option and SAR and all rights and
obligations thereunder shall expire on the date determined by the Committee and
specified in the Award Agreement. The Committee shall be under no duty to
provide terms of like duration for Options or SARs granted under the Plan.
Notwithstanding the foregoing, no Option or Tandem SAR that relates to such
Option shall be exercisable after the expiration of ten (10) years from the date
such Option or SAR was granted.
6.4 Exercise.
(a) Each Option and SAR shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter.
The Committee shall have full and complete authority to determine,
subject to Section 6.5 herein, whether an Option or SAR will be
exercisable in full at any time or from time to time during the term of
the Option or SAR, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times
during the term of the Option or SAR as the Committee may determine.
(b) The Committee may impose such conditions with respect to
the exercise of Options or SARs, including without limitation, any
relating to the application of federal, state or foreign securities
laws or the Code, as it may deem necessary or advisable. The exercise
of any Option granted hereunder shall be effective only at such time as
the sale of Shares pursuant to such exercise will not violate any state
or federal securities or other laws.
(c) An Option, or SAR exercisable for Shares, may be exercised
in whole or in part at any time, with respect to whole Shares only,
within the period permitted thereunder for the exercise thereof, and
shall be exercised by written notice of intent to exercise the Option
or SAR, delivered to the Company at its principal office, and payment
in full to the Company at the direction of the Committee of the amount
of the Option Price, in the case of an Option, for the number of Shares
with respect to which the Option is then being exercised. A Tandem SAR
that is related to an Incentive Stock Option may be exercised only to
the extent that the related Option is exercisable and only when the
Fair Market Value exceeds the Option Price of the related Option. The
exercise of either an Option or Tandem SAR shall result in the
termination of the other to the extent of the number of Shares with
respect to which either the Option or Tandem SAR is exercised.
(d) Payment of the Option Price shall be made in cash or cash
equivalents, or, at the discretion of the Committee, (i) in whole
Shares valued at the Fair Market Value of such Shares on the date of
exercise (or next succeeding trading date, if the date of exercise is
not a trading date), together with any applicable withholding taxes, or
(ii) by a combination of such cash (or cash equivalents) and such
Shares; provided, however, that the optionee shall not be entitled to
tender Shares pursuant to successive, substantially simultaneous
exercises of an Option or any other stock option of the Company.
Subject to applicable securities laws, an Option may also be exercised
by delivering a notice of exercise of the Option and simultaneously
selling the Shares 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 Price, together with
any applicable withholding taxes. Until the optionee has been issued
the Shares subject to such exercise, he or she shall possess no rights
as a shareholder with respect to such Shares.
(e) An SAR may be exercised in whole or in part at any time
after such SAR has become exercisable in accordance with the terms of
the applicable Award Agreement; provided, however, that no partial
exercise of an SAR exercisable for cash shall result in the cash
payment to the Participant of less than $250. The partial exercise of
an SAR shall not cause the expiration, termination or cancellation of
the
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remaining portion thereof. Upon the partial exercise of an SAR, the
Award Agreement evidencing such SAR, marked with such notations as the
Committee may deem appropriate to evidence such partial exercise, shall
be returned to the Participant exercising such SAR, together with the
payment described in Section 6.4(c) or 6.4(f) hereof, as the case may
be.
(f) The exercise of an SAR exercisable for cash shall entitle
a Participant to a cash payment, for each such SAR exercised, equal to
an amount determined by the Committee and as set forth in an Award
Agreement. Unless otherwise determined by the Committee and set forth
in an Award Agreement, the exercise of an SAR exercisable for cash
shall entitle a Participant to a cash payment, for each such SAR
exercised, equal to an amount equal to the excess of (i) the Fair
Market Value of a Share on the exercise date over (ii) the Grant Price
of the SAR as reflected in the applicable Award Agreement. All payments
under this Section 6.4(f) shall be made as soon as practicable, but in
no event later than ten (10) business days, after the effective date of
the exercise of the SAR.
(g) At the Committee's discretion, and as set forth in an
Award Agreement, the amount payable as a result of the exercise of an
SAR may be settled in cash, Shares or a combination of cash and Shares.
A fractional Share shall not be deliverable upon the exercise of a SAR
but a cash payment will be made in lieu thereof.
6.5 Ten Percent Stock Rule. Notwithstanding any other provisions in the
Plan, if at the time an Option or SAR is otherwise to be granted pursuant to the
Plan the optionee or rights holder owns directly or indirectly (within the
meaning of Section 424(d) of the Code) Shares of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
Stock of the Company or its parent or Subsidiary or Affiliate corporations
(within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock
Option or Tandem SAR to be granted to such optionee or rights holder pursuant to
the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the
Option Price shall be not less than 110% of the Fair Market Value of the Shares
of the Company, and such Option by its terms shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.
SECTION 7. RESTRICTED SHARES AND RESTRICTED SHARE UNITS
7.1 Grant.
(a) Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Participants to whom
Restricted Shares and Restricted Share Units shall be granted, the
number of Restricted Shares and/or the number of Restricted Share Units
to be granted to each Participant, the duration of the period during
which, and the conditions under which, the Restricted Shares and
Restricted Share Units may be forfeited to the Company, and the other
terms and conditions of such Awards. The Restricted Share and
Restricted Share Unit Awards shall be evidenced by Award Agreements in
such form as the Committee shall from time to time approve, which
agreements shall comply with and be subject to the terms and conditions
provided hereunder and any additional terms and conditions established
by the Committee that are consistent with the terms of the Plan.
(b) Each Restricted Share and Restricted Share Unit Award made
under the Plan shall be for such number of Shares as shall be
determined by the Committee and set forth in the Award Agreement
containing the terms of such Restricted Share or Restricted Share Unit
Award. Such agreement shall set forth a period of time during which the
grantee must remain in the continuous employment of the Company in
order for the forfeiture and transfer restrictions to lapse. If the
Committee so determines, the restrictions may lapse during such
restricted period in installments with respect to specified portions of
the Shares covered by the Restricted Share or Restricted Share Unit
Award. The Award Agreement may also, in the discretion of the
Committee, set forth performance or other conditions, including any of
those identified in Section 11, that will subject the Shares to
forfeiture and transfer restrictions. The Committee may, at its
discretion, waive all or any part of the restrictions applicable to any
or all outstanding Restricted Share and Restricted Share Unit Awards
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7.2 Delivery of Shares and Transfer Restrictions. At the time of a
Restricted Share Award, a certificate representing the number of Shares awarded
thereunder shall be registered in the name of the grantee. Such certificate
shall be held by the Company or any custodian appointed by the Company for the
account of the grantee subject to the terms and conditions of the Plan, and
shall bear such a legend setting forth the restrictions imposed thereon as the
Committee, in its discretion, may determine. The grantee shall have all rights
of a shareholder with respect to the Restricted Shares, including the right to
receive dividends and the right to vote such Shares, subject to the following
restrictions: (i) the grantee shall not be entitled to delivery of the stock
certificate until the expiration of the restricted period and the fulfillment of
any other restrictive conditions set forth in the Award Agreement with respect
to such Shares; (ii) none of the Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of during such
restricted period or until after the fulfillment of any such other restrictive
conditions; and (iii) except as otherwise determined by the Committee at or
after grant, all of the Shares shall be forfeited and all rights of the grantee
to such Shares shall terminate, without further obligation on the part of the
Company, upon a Termination of Service and unless any other restrictive
conditions relating to the Restricted Share Award are met. Any Shares, any other
securities of the Company and any other property (except for cash dividends)
distributed with respect to the Shares subject to Restricted Share Awards shall
be subject to the same restrictions, terms and conditions as such restricted
Shares.
7.3 Termination of Restrictions. At the end of the restricted period
and provided that any other restrictive conditions of the Restricted Share Award
are met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in the Award Agreement relating to the Restricted Share
Award or in the Plan shall lapse as to the restricted Shares subject thereto,
and a stock certificate for the appropriate number of Shares, free of the
restrictions and restricted stock legend, shall be delivered to the Participant
or the Participant's beneficiary or estate, as the case may be.
7.4 Payment of Restricted Share Units. Each Restricted Share Unit shall
have a value equal to the Fair Market Value of a Share. Restricted Share Units
shall be paid in cash, Shares, other securities or other property, as determined
in the sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award
Agreement. A Participant shall be credited with dividend equivalents on any
vested Restricted Share Units credited to the Participant's account at the time
of any payment of dividends to shareholders on Shares. The amount of any such
dividend equivalents shall equal the amount that would have been payable to the
Participant as a shareholder in respect of a number of Shares equal to the
number of vested Restricted Share Units then credited to the Participant. Any
such dividend equivalents shall be credited to the Participant's account as of
the date on which such dividend would have been payable and shall be converted
into additional Restricted Share Units (which shall be immediately vested) based
upon the Fair Market Value of a Share on the date of such crediting. No dividend
equivalents shall be paid in respect of Restricted Share Units that are not yet
vested. Except as otherwise determined by the Committee at or after grant,
Restricted Share Units may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of, and all Restricted Share
Units and all rights of the grantee to such Restricted Share Units shall
terminate, without further obligation on the part of the Company, upon a
Termination of Service and unless any other restrictive conditions relating to
the Restricted Share Unit Award are met.
SECTION 8. PERFORMANCE AWARDS
8.1 Grant. The Committee shall have sole and complete authority to
determine the Participants who shall receive a Performance Award, which shall
consist of a right that is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine. Performance Awards shall include, but are not limited to,
Performance Shares and Performance Units. All Performance Awards shall be
subject to the terms and provisions of Section 11 hereof.
8.2 Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award and the amount and kind of any
payment or transfer to be made pursuant to any Performance Award, and may amend
specific provisions of the Performance Award; provided, however, that such
amendment may not adversely affect existing Performance Awards made within a
performance period commencing prior to implementation of the amendment.
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8.3 Payment of Performance Awards. Performance Awards may be paid in a
lump sum or in installments following the close of the performance period or, in
accordance with the procedures established by the Committee, on a deferred
basis. A Participant's rights to any Performance Award may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed
of in any manner, except by will or the laws of descent and distribution, and/or
except as the Committee may determine at or after grant.
8.4 Performance Shares.
(a) Associates who are in strategic leadership positions and
Directors shall be eligible to receive Performance Share Awards.
Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Participants to whom
Performance Share Awards shall be granted, the number of Performance
Shares to be granted to each Participant, the performance targets and
goals to be satisfied, the duration of the period during which, and the
conditions under which, the Performance Shares may be forfeited to the
Company, and the other terms and conditions of such Awards. The
Performance Share Awards shall be evidenced by Award Agreements in such
form as the Committee shall from time to time approve, which agreements
shall comply with and be subject to the terms and conditions provided
hereunder and any additional terms and conditions established by the
Committee that are consistent with the terms of the Plan.
(b) Each Performance Share Award made under the Plan shall be
for such number of Shares as shall be determined by the Committee and
set forth in the Award Agreement containing the terms of such
Performance Share Award.
(c) The Committee shall grant Performance Share Awards based
solely upon the attainment of performance targets related to one or
more performance goals selected by the Committee from among the goals
identified in Section 11.
8.5 Performance Units.
(a) Associates who are in strategic leadership positions and
Directors shall be eligible to receive Performance Unit Awards. Subject
to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Participants to whom Performance
Units shall be granted. Performance Units shall consist of a right that
is (i) denominated in cash, (ii) valued, as determined by the
Committee, in accordance with the achievement of such performance goals
during such performance periods as the Committee shall establish, and
(iii) payable at such time and in such form as the Committee shall
determine. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the performance goals to be
achieved during any performance period, the length of any performance
period, the amount of any Performance Unit Award and the amount and
kind of any payment or transfer to be made pursuant to any Performance
Unit Award. The Performance Unit Awards shall be evidenced by Award
Agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to the terms
and conditions provided hereunder and any additional terms and
conditions established by the Committee that are consistent with the
terms of the Plan. The applicable Award Agreement shall set forth (i)
the dollar value of Performance Units granted to the Participant; (ii)
the performance period and performance goals with respect to each such
Award; and (iii) any other terms and conditions as the Committee
determines in its sole and absolute discretion.
(b) The Committee shall grant Performance Unit Awards based
solely upon the attainment of performance targets related to one or
more performance goals selected by the Committee from among the goals
identified in Section 11.
SECTION 9. OTHER STOCK-BASED AWARDS
The Committee shall have the authority to determine the Participants
who shall receive an Other Stock-Based Award, which shall consist of any right
that is (i) not an Award described in Sections 6, 7 and 8 above and (ii) an
Award of Shares or an Award denominated or payable in, valued in whole or in
part by reference to, or otherwise
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based on or related to, Shares (including, without limitation, securities
convertible into Shares), as deemed by the Committee to be consistent with the
purposes of the Plan. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and conditions of any such
Other Stock-Based Award.
SECTION 10. NON-EMPLOYEE DIRECTOR AND OUTSIDE DIRECTOR AWARDS
10.1 The Board may provide that all or a portion of a Non-Employee
Director's annual retainer, meeting fees and/or other awards or compensation as
determined by the Board, be payable (either automatically or at the election of
a Non-Employee Director) in the form of Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Shares, Restricted Share Units, Performance
Shares, Performance Units and/or Other Stock-Based Awards, including
unrestricted Shares. The Board shall determine the terms and conditions of any
such Awards, including the terms and conditions which shall apply upon a
termination of the Non-Employee Director's service as a member of the Board, and
shall have full power and authority in its discretion to administer such Awards,
subject to the terms of the Plan and applicable law.
10.2 The Board may also grant Awards to Outside Directors pursuant to
the terms of the Plan, including any Award described in Sections 6, 7, 8 and 9
above. With respect to such Awards, all references in the Plan to the Committee
shall be deemed to be references to the Board.
SECTION 11. PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE AWARDS
11.1 Notwithstanding anything in the Plan to the contrary, Performance
Awards shall be subject to the terms and provisions of this Section 11.
11.2 The Committee may grant Performance Awards to Covered Officers
based solely upon the attainment of performance targets related to one or more
performance goals selected by the Committee from among the goals specified
below. For the purposes of this Section 11, performance goals shall be limited
to one or more of the following Company, Subsidiary, Affiliate, operating unit
or division financial performance measures:
(a) earnings or book value per Share;
(b) net income;
(c) return on equity, assets, capital, capital employed or
investment;
(d) earnings before interest, taxes, depreciation and/or
amortization;
(e) operating income or profit;
(f) operating efficiencies;
(g) the ratio of criticized/classified loans to capital;
(h) allowance for loan losses;
(i) the ratio of non-performing loans to total loans;
(j) the ratio of past due loans greater than 90 days and
non-accruals to total loans;
(k) the ratio of net charge-offs to average loans;
(l) after tax operating income;
(m) cash flow(s);
(n) total revenues or revenues per employee;
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(o) stock price or total shareholder return;
(p) growth in deposits;
(q) dividends; or
(r) strategic business objectives, consisting of one or more
objectives based on meeting specified cost targets, business expansion
goals and goals relating to acquisitions or divestitures;
or any combination thereof. Each goal may be expressed on an absolute
and/or relative basis, may be based on or otherwise employ comparisons
based on internal targets, the past performance of the Company or any
Subsidiary, Affiliates operating unit or division of the Company and/or
the past or current performance of other companies, and in the case of
earnings-based measures, may use or employ comparisons relating to
capital, shareholders' equity and/or Shares outstanding, or to assets
or net assets. The Committee may, at its discretion, waive all or any
part of the restrictions applicable to any or all outstanding
Performance Awards, including Performance Share Awards and Performance
Unit Awards.
11.3 With respect to any Covered Officer, the maximum number of Shares
in respect of which all Performance Awards may be granted under Section 8 of the
Plan in each year of the performance period is 50,000 and the maximum amount of
any Award settled in cash shall not exceed $1,000,000 in each year of the
performance period.
11.4 To the extent necessary to comply with Section 162(m), with
respect to grants of Performance Awards, including Performance Share Awards and
Performance Unit Awards, no later than 90 days following the commencement of
each performance period (or such other time as may be required or permitted by
Section 162(m) of the Code), the Committee shall, in writing, (1) select the
performance goal or goals applicable to the performance period, (2) establish
the various targets and bonus amounts which may be earned for such performance
period, and (3) specify the relationship between performance goals and targets
and the amounts to be earned by each Covered Officer for such performance
period. Following the completion of each performance period, the Committee shall
certify in writing whether the applicable performance targets have been achieved
and the amounts, if any, payable to Covered Officers for such performance
period. In determining the amount earned by a Covered Officer for a given
performance period, subject to any applicable Award Agreement, the Committee
shall have the right to reduce (but not increase) the amount payable at a given
level of performance to take into account additional factors that the Committee
may deem relevant to the assessment of individual or corporate performance for
the performance period.
SECTION 12. TERMINATION OF EMPLOYMENT
The Committee shall have the full power and authority to determine the
terms and conditions that shall apply to any Award upon a Termination of
Service, and may provide such terms and conditions in the Award Agreement or in
such rules and regulations as it may prescribe.
SECTION 13. CHANGE IN CONTROL
Upon a Change in Control (but only if and to the extent so determined
by the Committee at or after grant (subject to any right of approval expressly
reserved by the Committee at the time of such determination)), all outstanding
Awards shall vest, become immediately exercisable or payable or have all
restrictions lifted.
SECTION 14. AMENDMENT AND TERMINATION
14.1 Amendments to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement for which or with which the Board
deems it necessary or desirable to comply.
14.2 Amendments to Awards. Subject to the restrictions of Sections 3.1
and 6.2, the Committee may waive any conditions or rights under, amend any terms
of or alter, suspend, discontinue, cancel or terminate, any
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Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.
14.3 Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 hereof) affecting the Company, any Subsidiary or
Affiliate, or the financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.
SECTION 15. GENERAL PROVISIONS
15.1 Limited Transferability of Awards. Except as otherwise provided in
the Plan, no Award shall be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant, except (i) by will or the
laws of descent and distribution, (ii) to a Permitted Transferee and/or (iii) as
may be provided by the Committee in its discretion, at or after grant, in the
Award Agreement; provided, however, that an Incentive Stock Option shall not be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant except by will or the laws of descent and
distribution. No transfer of an Award 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. A Permitted Transferee
may not transfer an Award other than by will or the laws of descent and
distribution. For purposes of this Plan, "Permitted Transferee" means the
Participant's Immediate Family, a Permitted Trust or a partnership of which the
only partners are members of the Participant's Immediate Family. For purposes of
this Plan, "Immediate Family" means the Participant's children and
grandchildren, including adopted children and grandchildren, stepchildren,
parents, stepparents, grandparents, spouse, siblings (including half brothers
and sisters), father-in-law, mother-in-law, daughters-in-law and sons-in-law.
For purposes of this Plan, a "Permitted Trust" means a trust solely for the
benefit of the Participant or Participant's Immediate Family.
15.2 Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a
current or deferred basis. All dividend or dividend equivalents which are not
paid currently may, at the Committee's discretion, accrue interest, be
reinvested into additional Shares, or in the case of dividends or dividend
equivalents credited in connection with Performance Awards, be credited as
additional Performance Awards and paid to the Participant if and when, and to
the extent that, payment is made pursuant to such Award. The total number of
Shares available for grant under Section 4 shall not be reduced to reflect any
dividends or dividend equivalents that are reinvested into additional Shares or
credited as Performance Awards.
15.3 No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants or holders or beneficiaries of Awards. The terms and conditions of
Awards need not be the same with respect to each Participant.
15.4 Share Certificates. All certificates for Shares or other
securities of the Company or any Subsidiary or Affiliate delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations and other requirements of the SEC or any
state securities commission or regulatory authority, any stock exchange or other
market upon which such Shares or other securities are then listed, and any
applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
15.5 Withholding. A Participant may be required to pay to the Company
or any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate
shall have the right and is hereby authorized to withhold from any Award, from
any payment due or transfer made under any Award or under the Plan, or from any
compensation or
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other amount owing to a Participant the amount (in cash, Shares, other
securities, other Awards or other property) of any applicable withholding or
other taxes in respect of an Award, its exercise, or any payment or transfer
under an Award or under the Plan and to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. The Committee may provide for additional cash payments to
holders of Options to defray or offset any tax arising from the grant, vesting,
exercise or payment of any Award.
15.6 Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement that shall be delivered to the Participant and may specify the
terms and conditions of the Award and any rules applicable thereto. In the event
of a conflict between the terms of the Plan and any Award Agreement, the terms
of the Plan shall prevail.
15.7 No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting
or continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of Options, SARs, Restricted Shares, Restricted Share
Units, Performance Shares, Performance Units, Other Stock-Based Awards or other
types of Awards provided for hereunder.
15.8 No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or
Affiliate may at any time dismiss a Participant from employment, free from any
liability or any claim under the Plan, unless otherwise expressly provided in an
Award Agreement.
15.9 No Rights as Shareholder. Subject to the provisions of the Plan
and the applicable Award Agreement, no Participant or holder or beneficiary of
any Award shall have any rights as a shareholder with respect to any Shares to
be distributed under the Plan until such person has become a holder of such
Shares. Notwithstanding the foregoing, in connection with each grant of
Restricted Shares hereunder, the applicable Award Agreement shall specify if and
to what extent the Participant shall not be entitled to the rights of a
shareholder in respect of such Restricted Shares.
15.10 Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Tennessee without
giving effect to conflicts of laws principles.
15.11 Severability. If any provision of the Plan or any Award is, or
becomes, or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law 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 any such Award shall remain in full force and effect.
15.12 Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation (including
applicable non-U.S. laws or regulations) or entitle the Company to recover the
same under Exchange Act Section 16(b), and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary.
15.13 No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary or Affiliate and a
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any Subsidiary or Affiliate pursuant to
an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Subsidiary or Affiliate.
15.14 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or
15
transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.
15.15 Headings. Headings are given to the sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
SECTION 16. TERM OF THE PLAN
16.1 Effective Date. The Plan shall be effective as of April 20, 2004
provided it has been approved by the Board and by the Company's shareholders.
16.2 Expiration Date. No new Awards shall be granted under the Plan
after the tenth (10th) anniversary of the Effective Date. Unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
granted hereunder may, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue or terminate any such Award or to waive any
conditions or rights under any such Award shall, continue after the tenth (10th)
anniversary of the Effective Date.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
-----------------------------------------
Name: M. Terry Turner
---------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
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