EXHIBIT 10.1
PINNACLE FINANCIAL PARTNERS, INC.
2006 ANNUAL CASH INCENTIVE PLAN
AS APPROVED BY THE HUMAN RESOURCES, NOMINATING AND COMPENSATION
COMMITTEE OF PINNACLE FINANCIAL PARTNERS ON
MARCH 14, 2006
PINNACLE FINANCIAL PARTNERS, INC.
2006 ANNUAL CASH INCENTIVE PLAN
PLAN OBJECTIVES:
The overall objectives of the 2006 Annual Cash Incentive Plan (the "Plan") are
to:
1. Motivate participants in order to ensure that important corporate
soundness thresholds and corporate profitability objectives for 2006
are achieved, and
2. Provide a reward system that encourages teamwork and cooperation in
the achievement of firm-wide goals.
EFFECTIVE DATES OF THE PLAN:
The Plan is effective from March 14, 2006 (Effective Date) through December 31,
2006.
ADMINISTRATION:
The Human Resources, Nominating and Compensation Committee of the Board of
Directors (the "HRNC") is responsible for the overall administration of the Plan
and shall have the authority to select the associates who shall be 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:
o Produces status reports on a periodic basis to Plan participants, the
Leadership Team and the HRNC in order to ensure the ongoing
effectiveness of the Plan.
o 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.
o 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 HRNC, for approval and distribution.
The HRNC is authorized to interpret the Plan, to establish, amend and 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 HRNC may correct any defect or omission or reconcile any
inconsistency in the Plan in the manner and to the extent the HRNC deems
necessary or desirable. Any decision of the HRNC 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.
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2006 Annual Cash Incentive Plan
ELIGIBILITY:
All associates which are compensated via a predetermined salary or hourly wage
are eligible for participation in the Plan. Additionally, in order to be
eligible for incentive awards, participants shall achieve a rating of at least
"Meets Expectations" for overall performance for 2006. Participants who are not
eligible for an award due to their performance evaluation shall be notified by
their Leadership Team member as soon as possible prior to distribution of
awards.
Associates that are compensated via a commission schedule or commission grid
have an opportunity to achieve significant variable pay compensation due to
escalating payouts pursuant to the commission scheduled or grid based on their
individual performance. As a result, such commission-based associates are not
eligible for participation in the Plan.
FORFEITURE OF AWARDS:
Any participant who terminates employment for any reason (e.g., voluntary
separation or termination due to misconduct) prior to distribution of awards in
January 2007 will not be eligible for distribution of awards under the Plan.
ETHICS:
The intent of this Plan is to fairly reward individual and team achievement. Any
associate who manipulates or attempts to manipulate the Plan for personal gain
at the expense of clients, other associates or Company objectives will be
subject to appropriate disciplinary action.
PLAN FUNDING:
The Plan assets will be funded from the results of operations of the Company
with all assets being commingled with the assets of the Company.
TIMING OF AWARDS:
During January 2007, the HRNC will review all proposed awards pursuant to the
Plan. Any awards to be distributed pursuant to the Plan shall be distributed
prior to January 31, 2007 or as soon as possible thereafter, but in no event
later than March 15, 2007. No award will be distributed prior to January 1,
2007.
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2006 Annual Cash Incentive Plan
TARGET AWARD:
Each participant will be assigned an "award tier" based on their position within
the company, their experience level or other factors. Each participant's
Leadership Team member is responsible for notifying each participant of his or
her "award tier". The "award tier" will be expressed as a percentage ranging
from 10% to 50%. In order to determine the "target award", participants will
multiply their "award tier percentage" by their annualized base salary as of
December 31, 2006 (e.g., monthly salary times 12) or, for hourly paid
associates, their hourly compensation as of December 31, 2006 multiplied by
2,080 hours (52 weeks x 40 hours per week). Overtime or other wage components
are not considered in these calculations.
Participants that join the company during the period from January 3, 2006
through December 31, 2006 will be assigned a pro rata target award based on the
number of days in the calendar year they were employed by the Company divided by
the total number of days in the calendar year.
Example: An associate joins the firm on July 1, 2006. As a result, this
associate is employed for 184 days of a 365-day year or 50.4% of the
year. Assuming their award tier is the 10% tier, for 2006, the award
amount for this associate would be 10% x 50.4% or 5.04% of their
annualized base salary on December 31, 2006.
AWARDS
Awards under the Plan shall be conditioned on the attainment of one or more
written performance goals which may be recommended by the Chief Executive
Officer and shall be determined and approved by the HRNC for the 2006 fiscal
year. The HRNC shall determine whether and to what extent each performance goal
has been met. In determining whether and to what extent a performance goal has
been met, the HRNC may consider such matters as the HRNC deems appropriate.
DISCRETIONARY INCREASES AND REDUCTIONS:
The CEO may award up to an additional 10% of base pay based on extraordinary
individual performance. Likewise, the CEO may reduce a participant's award by up
to 20% of the calculated award for individual performance which may have "met
expectation", but whereby the participant did not exhibit a strong commitment to
Pinnacle's mission or values or the participant did not achieve certain
individual performance commitments for the year.
Discretionary awards outside these parameters shall be approved by the HRNC
prior to distribution; however any discretionary awards to the Company's
executive officers shall be approved by the HRNC prior to distribution.
AMENDMENTS, TERMINATIONS AND OTHER MATTERS:
The HRNC retains the right to amend or terminate this Plan in any manner they
may deem necessary at any time including the ability to include or exclude any
associate or group of
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2006 Annual Cash Incentive Plan
associates from participation in the Plan. Furthermore, this Plan does not, nor
should any participant imply that it shall, create a contractual relationship
between the Plan, the Company or any associate of the Company. No associate
should rely on this Plan as to any awards that the associate believes they might
otherwise be entitled to receive. This Plan shall be governed by and construed
in accordance with the laws of the State of Tennessee, without regard to any
conflicts of laws or principles.
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2006 Annual Cash Incentive Plan