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, 2007

, 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):

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

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

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

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

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

(e) 2007 Annual Cash Incentive Plan

On January 19, 2007, the Human Resources and Compensation Committee (the "Committee") approved the Pinnacle Financial Partners, Inc. 2007 Annual Cash Incentive Plan (the “Plan”). Pursuant to the Plan, all employees of the Pinnacle Financial Partners, Inc. (the "Company") compensated via a predetermined salary or hourly wage, including the Company’s executive officers, are eligible to receive cash bonuses based upon the Company’s attainment of certain financial goals including a limitation on the maximum level of criticized and classified assets and the achievement of a certain level of earnings at and for the year ending December 31, 2007. Each employee who is eligible for an award is given a target of 10% to 100% of their base pay at the beginning of the year.  The employee will be eligible to receive the award if the Company meets its financial goals set out in the Plan and the employee meets expectations with respect to his or her individual performance. The amounts ultimately payable to a participating employee may be as low as 20% of their target award should the Company not meet its financial goals, except for the Company's executive officers identified below whereby the amounts ultimately payable may be as low as 0% of their targeted award. Conversely, a participating employee may receive up to 200% of his or her targeted award if the Company’s earnings exceed certain increased earnings targets. In addition, the Company’s Chief Executive Officer may, at his discretion, award up to an additional 10% of a participant’s base salary based on extraordinary individual performance or, in certain circumstances, reduce a participant’s award by up to 20% of the award. Discretionary awards to the Company’s executive officers as noted below, and discretionary awards outside of the Chief Executive Officer’s discretionary authority, must be preapproved by the Committee. Employees who join the Company during the term of the Plan will be assigned a pro rata target award based on the number of days that the employee was employed during the calendar year.

For 2007, the base targeted award percentage for the Company’s chief executive officer and the four other executive officers are as follows:

Employee	Title	Targeted Award as a Percentage of Salary
M. Terry Turner	Chief Executive Officer	100%
Robert A. McCabe, Jr.	Chairman	100%
Hugh M. Queener	Chief Administrative Officer	85%
Harold R. Carpenter	Chief Financial Officer	70%
Charles B. McMahan	Senior Credit Officer	70%

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

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

10.1   Pinnacle Financial Partners, Inc. 2007 Annual Cash Incentive Plan.

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
	Harold R. Carpenter
	Executive Vice President and
	Chief Financial Officer

Date:January 25, 2007

EXHIBIT INDEX

Exhibit NumberDescription

10.1 Pinnacle Financial Partners, Inc. 2007 Annual Cash Incentive Plan.

EX-10.1 INC PL

Exhibit 10.1

PINNACLE FINANCIAL PARTNERS, INC.

2007 Annual Cash Incentive Plan

PLAN OBJECTIVES:

The overall objectives of the 2007 Annual Cash Incentive Plan (the “Plan”) are to:

-  Motivate participants in order to ensure that important corporate soundness thresholds and corporate profitability objectives for 2007 are achieved, and

-  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 January 19, 2007 (Effective Date) through December 31, 2007.

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 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:

-  Produces status reports on a periodic basis to Plan participants, the Leadership Team and the HRC in order to ensure the ongoing effectiveness of the Plan.

-  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 HRC 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 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:

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 2007. 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 2008 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 2008, 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, 2008 or as soon as possible thereafter, but in no event later than March 15, 2008. No award will be distributed prior to January 1, 2008.

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 annualized base salary as of December 31, 2007 (e.g., monthly salary times 12) or, for hourly paid associates, their hourly compensation as of December 31, 2007 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 1, 2007 through December 31, 2007 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, 2007. 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 2007, the award amount for this associate would be 10% x 50.4% or 5.04% of their annualized base salary on December 31, 2007.

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 HRC for the 2007 fiscal year. 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.

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 HRC prior to distribution; however any discretionary awards to the Company’s executive officers shall be approved by the HRC prior to distribution.

AMENDMENTS, TERMINATIONS AND OTHER MATTERS:

The HRC 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 associates from participation in the Plan. Additionally, should the firm enter into any merger agreement or significant market expansion, the HRC retains the right to amend the Plan as they may deem appropriate under the circumstances. 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.