EXHIBIT 10.2
PINNACLE FINANCIAL PARTNERS, INC.
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 400 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 all 400 shares of Restricted Stock
granted hereunder shall lapse on January 17, 2007 provided the Grantee attends
in person or by telephone conference call at least 75% of the total of all
meetings of the Board of Directors and committees on which the Grantee serves
during the 2006 fiscal year; or
(b) the restrictions with respect to 200 shares of Restricted Stock
granted hereunder shall lapse on January 17, 2007, with the remaining 200 shares
being forfeited, provided the Grantee attends in person or by telephone
conference call at least 50% but less than 75% of the total of all meetings of
the Board of Directors and committees on which the Grantee serves during the
2006 fiscal year; or
(c) the restrictions with respect to none of the shares of Restricted
Stock granted hereunder shall lapse on January 17, 2007, and Grantee shall
forfeit the entire award granted hereunder, should the Grantee attend in person
or by telephone conference call less than 50% of the total of all meetings of
the Board of Directors and committees on which the Grantee serves during the
2006 fiscal year.
Any shares of Restricted Stock for which the above requirements
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.
Additionally, the number of meetings to which the Grantee is scheduled to attend
is as documented in the Company's Board Governance 2006 booklet as approved by
the Human Resources, Nominating and Compensation Committee (the "Compensation
Committee"). All "specially-called" meetings, provided they are compensatory,
will also be considered as meetings for purposes of the attendance calculations.
Section 3. Distribution of Restricted Stock. Certificates representing
the shares of Restricted Stock that have vested under Section 2 will be
distributed to the Grantee as soon as practicable after each Vesting Date.
Section 4. Voting Rights and Dividends. Prior to the distribution of
the Restricted Stock, certificates representing shares of Restricted Stock will
be held by the Company (the "Custodian") in the name of the Grantee. The
Custodian will take such action as is necessary and appropriate to enable the
Grantee to vote the Restricted Stock. All cash dividends received by the
Custodian, if any, with respect to the Restricted Stock will be remitted to the
Grantee. Stock dividends issued with respect to the Restricted Stock shall be
treated as additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares of
Restricted Stock. Notwithstanding the foregoing, no voting rights or dividend
rights shall inure to the Grantee following the forfeiture of the Restricted
Stock pursuant to Section 5.
Section 5. Termination/Change of Status. In the event that the
Grantee's ability to serve as a director of the Company (or any Subsidiary or
Affiliate of the Company) terminates for any reason, other than death or
Disability, all shares of Restricted Stock for which the forfeiture restrictions
have not lapsed prior to the date of termination shall be immediately forfeited
and Grantee shall have no further rights with respect to such shares of
Restricted Stock. In the event that the Grantee's directorship terminates by
reason of death or Disability all Restricted Stock shall be deemed vested and
the restrictions under the Plan and this Agreement with respect to the
Restricted Stock, including the restriction on transfer set forth in Section 6
hereof, shall automatically expire and shall be of no further force or effect.
Section 6. No Transfer or Pledge of Restricted Stock. No shares of
Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of prior to the date the forfeiture
restrictions with respect to such shares have lapsed, if at all, on any Vesting
Date.
Section 7. Tax Election. The Grantee may, but is not required to, elect
to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee
makes an affirmative election under Section 83(b) of the Code, the Grantee shall
deliver a copy of such election to the Company in accordance with the
requirements of the Code and the Regulations promulgated thereunder.
Section 8. Tax Withholding. The Company may withhold from any
distribution of Restricted Stock an amount of Common Stock equal to such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation, unless the Company agrees to accept a payment
of cash (or to withhold from other wages payable to Grantee) in the amount of
such withholding taxes.
Section 9. Change of Control. Upon the occurrence of a Change in
Control as defined in the Plan, all Restricted Stock shall be deemed vested and
the restrictions under the Plan and the Agreement with respect to the Restricted
Stock, including the restriction on transfer set forth in Section 6 hereof,
shall automatically expire and shall be of no further force or effect.
Section 10. Stock Subject to Award. In the event that the shares of
Common Stock of the Company should, as a result of a stock split or stock
dividend or combination of shares or any other change, redesignation, merger,
consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares of Restricted Stock that have been awarded to
Grantee shall be appropriately adjusted to reflect such action. If any such
adjustment shall result in a fractional share, such fraction shall be
disregarded.
Section 11. Stock Power. Concurrently with the execution of this
Agreement, the Grantee shall deliver to the Company a stock power, endorsed in
blank, relating to the shares of Restricted Stock. Such stock power shall be in
the form attached hereto as Exhibit A.
Section 12. Legend. Each certificate representing Restricted Stock
shall bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
AGAINST TRANSFER) CONTAINED IN THE PINNACLE FINANCIAL PARTNERS, INC.
2004 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED STOCK
AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED STOCK
REPRESENTED HEREBY AND PINNACLE FINANCIAL PARTNERS, INC. (THE
"COMPANY"). THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND CONDITIONS
SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND
THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
Section 13. No Right to Continued Service on Board. This Agreement
shall not be construed as giving the Grantee the right to be retained as a
director of the Company (or any Subsidiary or Affiliate of the Company), and the
Grantee shall be subject to removal from the Board of Directors in accordance
with the provisions of the Company's Charter or Bylaws, as amended.
Section 14. Governing Provisions. This Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the Plan are
also provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the provisions
of the Plan will govern. By signing this Agreement, the Grantee confirms that he
or she has received a copy of the Plan.
Section 15. Miscellaneous.
15.1 Entire Agreement. This Agreement and the Plan contain the
entire understanding and agreement between the Company and the Grantee
concerning the Restricted Stock granted hereby, and supersede any prior or
contemporaneous negotiations and understandings. The Company and the Grantee
have made no promises, agreements, conditions or understandings relating to the
Restricted Stock, either orally or in writing, that are not included in this
Agreement or the Plan.
15.2 Captions. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this
Agreement.
15.3 Counterparts. This Agreement may be executed in counterparts,
each of which when signed by the Company and the Grantee will be deemed an
original and all of which together will be deemed the same Agreement.
15.4 Notice. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company, to the principal office of the
Company, and, if to the Grantee, to the Grantee's last known address provided by
the Grantee to the Company.
15.5 Amendment. This Agreement may be amended by the Company,
provided that unless the Grantee consents in writing, the Company cannot amend
this Agreement if the amendment will materially change or impair the Grantee's
rights under this Agreement and such change is not to the Grantee's benefit.
15.6 Successors and Assignment. Each and all of the provisions of
this Agreement are binding upon and inure to the benefit of the Company and the
Grantee and their heirs, successors, and assigns. However, neither the
Restricted Stock nor this Agreement may be assigned or transferred except as
otherwise set forth in this Agreement or the Plan.
15.7 Governing Law. This Agreement shall be governed and construed
exclusively in accordance with the laws of the State of Tennessee applicable to
agreements to be performed in the State of Tennessee.
[Signature page to follow.]
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement to be effective as of January 17, 2006.
PINNACLE FINANCIAL PARTNERS, INC.
By:_____________________________
Name:___________________________
Title:__________________________
GRANTEE
By:_____________________________
Name:___________________________
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to Pinnacle Financial Partners, Inc. (the "Company"), __________ shares
of the Company's common stock represented by Certificate No. _____. The
undersigned authorizes the Secretary of the Company to transfer the stock on the
books of the Company in the event of the forfeiture of any shares issued under
the Restricted Stock Agreement dated _______________, _____ between the Company
and the undersigned.
Dated: _____________________
SIGNED:
By:________________________________
Name:______________________________