Pinnacle Financial's 2018 Omnibus Equity Incentive Plan (the "2018 Plan") permits Pinnacle Financial to reissue outstanding awards that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expire unexercised and returned to the 2018 Plan. At March 31, 2021, there were 679,075 shares available for issuance under the 2018 Plan. On April 21, 2021, Pinnacle Financial's common shareholders approved an amendment and restatement of the 2018 Plan that, among other things, authorized an additional 1,350,000 shares for issuance under the 2018 Plan.

Upon the acquisition of CapitalMark, Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. No further awards remain available for issuance under the CapitalMark Option Plan. At March 31, 2021, all of the remaining options outstanding were granted under the CapitalMark Option Plan.

A summary of the stock option activity within the equity incentive plans during the three months ended March 31, 2021 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows:


	Number	Weighted-Average Exercise Price		Weighted-Average Contractual Remaining Term (in years)	Aggregate Intrinsic Value (000's)
Outstanding at December 31, 2020	101,769	$	23.46	1.86	$	4,169	(1)
Granted	—
Exercised	(13,246)
Forfeited	—
Outstanding at March 31, 2021	88,523	$	23.53	1.63	$	5,766	(2)
Options exercisable at March 31, 2021	88,523	$	23.53	1.63	$	5,766	(2)

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $64.40 per common share at December 31, 2020 for the 101,769 options that were in-the-money at December 31, 2020.

(2)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $88.66 per common share at March 31, 2021 for the 88,523 options that were in-the-money at March 31, 2021.

A summary of activity for unvested restricted share awards for the three months ended March 31, 2021 is as follows:


	Number	Grant Date Weighted-Average Cost
Unvested at December 31, 2020	594,669	$	56.97
Shares awarded	183,839
Restrictions lapsed and shares released to associates/directors	(129,599)
Shares forfeited	(11,420)
Unvested at March 31, 2021	637,489	$	61.00

Pinnacle Financial has granted restricted share awards to associates and outside directors with a time-based vesting criteria. Compensation expense associated with time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2021. The table reflects the life-to-date activity for these awards:


Grant Year	Group (1)	Vesting Period in years			Shares awarded	Restrictions lapsed and shares released to participants	Shares withheld for taxes by participants	Shares Forfeited by participants (4)	Shares Unvested
Time Based Awards
2021	Associates (2)	3	-	5	172,009	18	18	5,102	166,871
Outside Director Awards (3)
2021	Outside directors			1	11,830	—	—	—	11,830

(1)Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.

(3)Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on March 1, 2022 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend.

(4)These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended March 31, 2021. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.

In 2021, Pinnacle Financial granted restricted stock units to its Named Executive Officers (NEOs) and leadership team members with time-based vesting criteria. Compensation expense associated with time-based vesting restricted stock unit awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock unit grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2021. The table reflects the life-to-date activity for these awards:


Grant Year	Vesting Period in years	Shares awarded	Restrictions lapsed and shares released to participants	Shares withheld for taxes by participants	Shares Forfeited by participants (1)	Shares Unvested
2021	3	56,864	4	3	—	56,857

(1)These shares represent forfeitures resulting from recipients whose employment was terminated during the year-to-date period ended March 31, 2021. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow if an award is forfeited.

The following table details the performance stock unit awards outstanding at March 31, 2021:


	Units Awarded
Grant year	NEOs (1)			Leadership Team other than NEOs	Applicable Performance Periods associated with each tranche (fiscal year)	Service period per tranche (in years)	Subsequent holding period per tranche (in years)	Period in which units to be settled into shares of common stock(2)
2021(3)	89,234	—	214,155	45,240	2021-2023	0	0	2024
2020	136,137	—	204,220	59,648	2020	2	3	2025
					2021	2	2	2025
					2022	2	1	2025
2019	166,211	—	249,343	52,244	2019	2	3	2024
					2020	2	2	2024
					2021	2	1	2024
2018	96,878	—	145,339	25,990	2018	2	3	2023
					2019	2	2	2023
					2020	2	1	2023
2017	72,537	—	109,339	24,916	2017	2	3	2022
					2018	2	2	2022
					2019	2	1	2022

(2)Performance stock unit awards granted prior to 2021, if earned, will be settled in shares of Pinnacle Financial Common Stock in the periods noted in the table, if Pinnacle Bank's ratio of non-performing assets to its loans plus ORE is less than amounts established in the applicable award agreement.

(3)Performance stock unit awards granted in 2021, if earned, will be settled in shares of Pinnacle Financial Common Stock in the period noted in the table, if the performance criterion included in the applicable performance unit award agreement are met.

During the three months ended March 31, 2021 and 2020, the restrictions associated with 133,041 and 129,723 performance stock unit awards granted in prior years lapsed, based on the terms of the agreement and approval by Pinnacle Financial's Human Resources and Compensation Committee, and were settled into shares of Pinnacle Financial common stock with 46,332 and 43,996 shares being withheld to pay the taxes associated with the settlement of those shares.

Additionally, during the three months ended March 31, 2021, 199,633 performance stock unit awards granted in prior years were forfeited due to the failure to reach performance targets for the year ended December 31, 2020 as defined in the associated performance stock unit award agreements.

Stock compensation expense related to restricted share awards, restricted stock unit awards and performance stock unit awards for the three months ended March 31, 2021 was $5.4 million compared to $5.5 million for the three months ended March 31, 2020. As of March 31, 2021, the total compensation cost related to unvested restricted share awards, restricted stock unit awards and performance stock unit awards not yet recognized was $63.9 million. This expense, if the underlying units are earned, is expected to be recognized over a weighted-average period of 1.93 years.