8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2010

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in charter)

Tennessee	000-31225	62-1812853
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

211 Commerce Street, Suite 300, Nashville, Tennessee	37201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 744-3700

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e) 2010 Cash Incentive Plan. Upon recommendation of the Human Resources and Compensation Committee (the “Committee”), on January 19, 2010, the Board of Directors of Pinnacle Financial Partners, Inc. (the “Company”) approved the Pinnacle Financial Partners, Inc. 2010 Annual Cash Incentive Plan (the “Plan”). Pursuant to the Plan, all employees of the Company compensated via a predetermined salary or hourly wage, other than M. Terry Turner, Robert A. McCabe, Jr., Hugh M. Queener, Harold R. Carpenter and Harvey White, each of whom is not a particpant in the Plan, are eligible to receive cash bonuses ranging from 10% to 40% of the participant’s base salary (which amounts may be increased by the Company’s CEO or the Committee for extraordinary performance) in the event that (i) the Company meets or exceeds targeted levels of earnings per fully diluted share and soundness thresholds tied to the level of the Company’s nonperforming loans and other real estate owned expressed as a percentage of total loans and other real estate owned, and (ii) the employee meets certain individual performance objectives. Employees who join the Company during the term of the Plan will generally be assigned a pro rata target award based on the number of days that the employee was employed during the calendar year. If the Company meets or exceeds the targeted soundness threshold and the minimum targeted earnings per fully diluted share amount established under the Plan, an employee’s actual award will be based 75% on the Company’s earnings per diluted share performance as measured against previously established targets and 25% on the employee’s individual performance measured against previously established objectives.

     During the period that the United States Department of the Treasury (the “Treasury”) owns debt or equity securities of the Company acquired pursuant to the the Treasury’ capital purchasing program (the “CPP”), any payments under the Plan to the Company’s senior executive officers as defined in the CPP Regulations (defined below) and the Company’s next 20 most highly compensated employees are subject to recovery or “clawback” by the Company if the payments are based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

     A copy of the Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference.

     Equity Incentives. On January 22, 2010, the Committee approved the award of certain equity-based incentives under the Company’s 2004 Equity Incentive Plan (the “2004 Plan”). The Committee approved the award of restricted shares to each of the individuals identified as named executive officers in the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders identified below as follows:

	Restricted Shares with		Restricted Shares with
	Performance Based		Time-Based Vesting
	Vesting Requirements		Requirements
	(the “A Awards”)		(the “B Awards”)
Employee
M. Terry Turner		5,930		17,790
Robert A. McCabe, Jr.		5,625		16,878
Hugh M. Queener		2,849		8,550
Harold R. Carpenter		2,849		8,550
Charlie McMahan		757		2,271

     The restricted shares granted to the named executive officers pursuant to the A Awards contain forfeiture restrictions that lapse in pro rata increments over three years if certain earnings per diluted share and soundness targets are met in such year; provided that if such executive officer was one of the Company’s five most highly compensated employees for the 2009 fiscal year, in no event may the award, other than the award granted to Mr. McMahan, vest earlier than two years from the date of grant in accordance with the requirements of the Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance, dated June 15, 2009, as amended from time to time (the “CPP Regulations”). Additionally, if the performance measures are not met in a given year but the Company later meets its aggregate diluted earnings per share targets and soundness targets at the end of the three year period, then the restrictions will lapse. The forfeiture restrictions on the restricted shares awarded to the named executive officers other than Mr. McMahan pursuant to the B Awards lapse on the second anniversary of the date of grant, so long as the Company has net income for the fiscal year preceding the vesting date. The forfeiture restrictions on the restricted shares issued to Mr. McMahan as B Awards lapse at a pro rata percentage annually until the vesting date immediately prior to the date that Mr. McMahan attains the age of 65. Pursuant to the CPP Regulations, the shares of restricted stock awarded under each of the A Awards and B Awards to each of the above-identified named executive officers other than Mr. McMahan may not be transferred by the holder of the shares until such time as their transfer is permitted by the regulations.

     In the event that the named executive officer’s employment by the Company terminates for any reason, other than death or disability, all shares of restricted stock awarded in the A or B Awards for which the forfeiture restrictions have not lapsed prior to the date of termination shall be immediately forfeited. In the event that the named executive officer’s employment terminates by reason of death or disability, all of the restricted shares awarded in the A and B Award shall be deemed vested, and the restrictions under the 2004 Plan and the award agreement with respect to those restricted shares, other than any restrictions on transfer required by the CPP Regulations, if applicable, shall automatically expire. The named executive officers will have the right to vote the restricted shares awarded pursuant to the A and B Awards and, upon vesting, to receive dividends paid by the Company on shares of its common stock during the forfeiture period.

     Unless such acceleration is prohibited under the CPP Regulations, upon a change in control of the Company, the restricted shares awarded under the A Award and the B Award shall immediately vest.

     The form of restricted share award agreements for the restricted shares awarded pursuant to the A and B Awards to each of the named executive officers other than Mr. McMahan, whose award agreements are consistent with those previously filed by the Company, are filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

10.1	Pinnacle Financial Partners, Inc. 2010 Annual Cash Incentive Plan
10.2	2010 TARP CPP Executive Officer Performance Vested Restricted Stock Agreement
10.3	2010 TARP CPP Executive Officer Time Vested Restricted Stock Agreement

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.
By:	/s/ Harold R. Carpenter
	Name:	Harold R. Carpenter
	Title:	Executive Vice President and Chief Financial Officer

Date: January 25, 2010

EXHIBIT INDEX

Exhibit No.	Description
10.1	Pinnacle Financial Partners, Inc. 2010 Annual Cash Incentive Plan
10.2	2010 TARP CPP Executive Officer Performance Vested Restricted Stock Agreement
10.3	2010 TARP CPP Executive Officer Time Vested Restricted Stock Agreement

EX-10.1

Exhibit 10.1

PINNACLE FINANCIAL PARTNERS, INC.

2010 ANNUAL CASH INCENTIVE PLAN

As approved by the Human Resources and Compensation
Committee of Pinnacle Financial Partners
Effective January 19, 2010

PINNACLE FINANCIAL PARTNERS, INC.

2010 Annual Cash Incentive Plan

PLAN OBJECTIVES:

The overall objectives of the 2010 Annual Cash Incentive Plan (the “Plan”) are to:

1.	Motivate participants to ensure that important corporate soundness thresholds and corporate profitability objectives for 2010 are achieved, and
2.	Provide a reward system that encourages teamwork and cooperation in the achievement of firm-wide goals.

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, 2010 (Effective Date) through December 31, 2010.

ADMINISTRATION:

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:

• 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.

• 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.

• 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.

The Company is subject to the rules and regulations of the United States Department of the Treasury (“Treasury”) issued under Section 111 of the Emergency Economic Stabilization Act of 2008, as amended (“ESSA”) with respect to participation in the Troubled Assets Relief Program (“TARP”) established by the Treasury thereunder. Pursuant to these regulations, as in effect from time to time (the “TARP Regulations”), 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, that the Plan does not pose unnecessary risks to the Company

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and that the Plan does not encourage the manipulation of reported earnings of the Company to enhance any employee’s compensation.

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.

ELIGIBILITY:

Except as otherwise provided below, 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. Participants who are not eligible for a full award due to their performance evaluation (see below — Target Award) should be notified by their Leadership Team member as soon as possible prior to distribution of awards.

Pursuant to the TARP Regulations, the Company’s five “most highly compensated employees” for the 2009 fiscal year, as determined under the TARP Regulations, are not eligible for a cash award under this Plan for 2010 during the “TARP Period”, as defined in the TARP Regulations.

Certain 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 unless otherwise authorized under special arrangement approved by the HRC.

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 2011 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.

In addition, in accordance with the TARP Regulations, payments under the Plan paid to the Company’s “senior executive officers” and next twenty “most highly compensated employees” during the “TARP Period”, each as defined by the TARP Regulations, are and will be subject to recovery and “clawback” by the Company, and repaid by such employee, if the payments are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria.

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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 2011, the HRC 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, 2011 or as soon as possible thereafter, but in no event later than March 15, 2011. No award will be distributed prior to January 1, 2011.

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 100%. In order to determine the “target award”, participants will multiply their “award tier percentage” by their actual YTD base salary paid for 2010 as of December 31, 2010. Overtime or other wage components are not considered in these calculations.

The incentive for participants that join the Company during the period from January 1, 2010 through December 31, 2010 will be calculated using the same formula.

Additionally, participant awards will be impacted by the participant’s performance evaluation for 2010 such that the participant’s Target Award will be adjusted based on their final performance rating, as follows:

	Performance Award expressed as a %
Rating	of Target Award
Significantly Exceeds	120% Target
Exceeds	Up to 110% Target
Meets	100% Target
Needs Improvement	Up to 80% Target
Unsatisfactory	0% Target

PERFORMANCE CRITERIA

Awards under the Plan shall be conditioned on the attainment of one or more corporate performance goals recommended by the CEO and approved by the HRC for the 2010 fiscal year. Additionally, the CEO, based on input from any participant’s team leader, may include performance criteria for any individual or groups of participants as he deems appropriate, subject to the review of the HRC.

After December 31, 2010, the HRC 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 HRC may consider such matters as the HRC deems appropriate.

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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 50% of the calculated award for individual performance, if the participant did not exhibit a strong commitment to Pinnacle’s mission or values.

Discretionary awards outside these parameters shall be approved by the HRC prior to distribution; however any discretionary awards to the Company’s named executive officers must be approved by the HRC prior to distribution.

AMENDMENTS, TERMINATIONS AND OTHER MATTERS:

The HRC has the right to amend or terminate this Plan in any manner they may deem appropriate in its discretion at any time, including, but not limited to the ability to include or exclude any associate or group of associates from participation in the Plan, modify the award tiers or percentages or modify or waive performance targets. Should the firm enter into any merger or purchase agreement (including a change of control of the Company), significant market expansion or other materially significant strategic event, the HRC may amend the Plan (including the performance criteria) as they may deem appropriate under the circumstances. The HRC may amend the Plan (including the performance criteria) for any non-recurring transaction which may materially impact the Company’s financial position or results of operations for the fiscal year (e.g., capital transactions, divestiture of assets at gains or losses, branch acquisitions, etc.)

Furthermore, this Plan does not, nor should any participant imply that it shall, create a contractual relationship or rights 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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EX-10.2

Exhibit 10.2

PINNACLE FINANCIAL PARTNERS, INC.

EXECUTIVE OFFICER 2010 PERFORMANCE VESTED
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 ___ 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 8 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 ___ shares, of Restricted Stock granted hereunder shall lapse on the second anniversary of the date hereof so long as the Company’s audited diluted earnings per share (exclusive of the impact of any merger-related charges, if any) for the fiscal year ended December 31, 2010 is equal to or greater than ___ and the Company’s ratio of nonperforming loans and other real estate to total loans and other real estate (as defined in the Company’s budget) at December 31, 2010 is less than ___;

     (b) the restrictions with respect to one-third of the shares, or ___ shares, of Restricted Stock granted hereunder shall lapse on the later of (i) the second anniversary of the date hereof; and (ii) the date that the Company’s independent auditors issue their report on the Company’s financial statements for the fiscal year ending December 31, 2011, in either case so long as the Company’s audited diluted earnings per share (exclusive of the impact of any merger-related charges, if any) for the fiscal year ended December 31, 2011 is equal to or greater than the fully diluted earnings per share target for the fiscal year ended December 31, 2011 established by the Board of Directors in the Company’s 2010 strategic plan and the Company’s ratio of nonperforming loans and other real estate to total loans and other real estate (as defined in the Company’s strategic framework) at December 31, 2011 is less than the target ratio for December 31, 2011 established in the Company’s 2010 strategic plan; and

     (c) the restrictions with respect to one-third of the shares, or ___ 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, 2012, in the event that the Company’s audited diluted earnings per share (exclusive of the impact of any merger-related charges, if any) for the fiscal year ended December 31, 2012 is equal to or greater than the fully diluted earnings per share target for the fiscal year ended December 31, 2012 established by the Board of Directors during the Company’s 2010 strategic planning process and the Company’s ratio of nonperforming loans

and other real estate to total loans and other real estate (as defined in the Company’s strategic framework) at December 31, 2012 is less than the target ratio for December 31, 2012 established in the Company’s 2010 strategic plan; 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, 2012, in the event that the Company’s audited cumulative diluted earnings per share (exclusive of the impact of any merger-related charges, if any) for the fiscal years ending December 31, 2010, 2011 and 2012 is equal to or greater than the sum of $ ___ plus the fully diluted earnings per share targets for the fiscal years ended December 31, 2011 and December 31, 2012 established by the Board of Directors during the Company’s 2010 strategic planning process and the Company’s ratio of nonperforming loans and other real estate to total loans and other real estate (as defined in Section 2(a), 2(b) or 2(c)) at December 31, 2010; December 31, 2011 and December 31, 2012 is less than the target ratios for such dates set forth in Section 2(a), 2(b) or 2(c) above.

     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.

     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 will be distributed to the Grantee as soon as practicable after each Vesting Date; provided, however, that no certificates shall be distributed to the Grantee prior to the lapsing of any restrictions on the transferability of any shares represented by such certificates, including those restrictions on transferability set forth in Section 6 hereof resulting from the Company’s participation in the Capital Purchase Program (the “CPP”) under the United States Treasury Department’s (the “Treasury”) Troubled Assets Relief Program (the “TARP”) .

     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 employment by 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 employment 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 shall automatically expire and shall be of no further force or effect, except that the restrictions on transferability set forth in Section 6 hereof resulting from the Company’s participation in the CPP shall continue until such time as such restrictions lapse in accordance with the Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance, dated June 15, 2009, as amended from time to time (the “Treasury Regulations”).

     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 later of (i) the date the forfeiture restrictions with respect to such shares have lapsed, if at all, on any Vesting Date; and (ii) the date that the transfer restrictions set forth in the Treasury Regulations shall lapse with respect to such shares of Restricted Stock.

     Section 7. Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon a Vesting Date with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the Vesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, “Fair Value” means the closing sales price of the Shares on the Nasdaq Global

Select Market on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

     Section 8. Change of Control. Subject to the provisions of Section 10 hereof, 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 9. 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 10. Limitations Required by Treasury Regulations. The Company is subject to federal banking regulations and, for so long as the Company has an obligation outstanding under the CPP, to the Treasury Regulations. Notwithstanding any other provisions hereof, by the acceptance of the benefits of this Agreement, Grantee and the Company agree that any provision of this Agreement (including, but not limited to, Section 8 hereof), and any other restricted stock award agreement or stock option award agreement which is prohibited, or the performance of which by the Company is prohibited, by federal banking regulations or the Treasury Regulations, shall have no force and effect during the period of such prohibition. At such time as such provision shall no longer be prohibited by such regulations, it shall again be effective.

     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 Employment. This Agreement shall not be construed as giving the Grantee the right to be retained in the employ of the Company (or any Subsidiary or Affiliate of the Company), and the Company (or any Subsidiary or Affiliate of the Company) may at any time dismiss the Grantee from employment, free from any liability or any claim under the Plan.

     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 ___, 2010.

PINNACLE FINANCIAL PARTNERS, INC.:
By:
	Name:	Hugh M. Queener
	Title:	Chief Administrative Officer and Corporate Secretary
GRANTEE:
By:
	Name:

EX-10.3

Exhibit 10.3

PINNACLE FINANCIAL PARTNERS, INC.

EXECUTIVE OFFICER 2010 TIME VESTED
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                                          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 8 hereof, the restrictions associated with the shares of Restricted Stock granted pursuant to Section 1 hereof shall lapse on the second anniversary of the date hereof (the “Vesting Date”) so long as the Company reports net income greater than $0 in the fiscal year preceding the Vesting Date.

     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 the Vesting Date; provided, however, that no certificates shall be distributed to the Grantee prior to the lapsing of any restrictions on the transferability of any shares represented by such certificates, including those restrictions on transferability set forth in Section 6 hereof resulting from the Company’s participation in the Capital Purchase Program (the “CPP”) under the United States Treasury Department’s (the “Treasury”) Troubled Assets Relief Program (the “TARP”) .

     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 employment by 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

employment 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 shall automatically expire and shall be of no further force or effect, except that the restrictions on transferability set forth in Section 6 hereof resulting from the Company’s participation in the CPP shall continue until such time as such restrictions lapse in accordance with the Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance, dated June 15, 2009, as amended from time to time (the “Treasury Regulations”).

     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 later of (i) the date the forfeiture restrictions with respect to such shares have lapsed, if at all, on the Vesting Date; and (ii) the date that the transfer restrictions set forth in the Treasury Regulations shall lapse with respect to such shares of Restricted Stock.

     Section 7. Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the Vesting Date with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the Vesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, “Fair Value” means the closing sales price of the Shares on the Nasdaq Global Select Market on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

     Section 8. Change of Control. Subject to the provisions of Section 10 hereof, 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 9. 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 adjusted in an equitable and proportionate manner to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.

     Section 10. Limitations Required by Treasury Regulations. The Company is subject to federal banking regulations and, for so long as the Company has an obligation outstanding under the CPP, to the Treasury Regulations. Notwithstanding any other provisions hereof, by the acceptance of the benefits of this Agreement, Grantee and the Company agree that any provision of this Agreement (including, but not limited to, Section 8 hereof), and any other restricted stock award agreement or stock option award agreement which is prohibited, or the performance of which by the Company is prohibited, by federal banking regulations or the Treasury Regulations, shall have no force and effect during the period of such prohibition. At such time as such provision shall no longer be prohibited by such regulations, it shall again be effective.

     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 Employment. This Agreement shall not be construed as giving the Grantee the right to be retained in the employ of the Company (or any Subsidiary or Affiliate of the Company), and the Company (or any Subsidiary or Affiliate of the Company) may at any time dismiss the Grantee from employment, free from any liability or any claim under the Plan.

     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                                          .

PINNACLE FINANCIAL PARTNERS, INC.:
By:
	Name:	Hugh M. Queener
	Title:	Chief Administrative Officer and Corporate Secretary
GRANTEE:
By:
	Name: