PINNACLE FINANCIAL PARTNERS, INC. Non-Qualified Stock Option Agreement
Exhibit
10.5
PINNACLE
FINANCIAL PARTNERS, INC.
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into
as of this _____ day of ______, 2006 (the “Grant Date”), by and between Pinnacle
Financial Partners, Inc., a Tennessee corporation (together with its
Subsidiaries and Affiliates, the “Company”), and __________________ (the
“Optionee”). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. 2004
Equity Incentive Plan, as amended (the “Plan”).
WHEREAS,
the Company has adopted the Plan, which permits the issuance of stock options
for the purchase of shares of the common stock, par value $1.00 per share,
of
the Company (the “Shares”); and
WHEREAS,
the Company desires to afford the Optionee an opportunity to purchase Shares
as
hereinafter provided in accordance with the provisions of the Plan;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
Grant
of Option.
The
Company grants as of the date of this Agreement the right and option (the
“Option”) to purchase __________ Shares, in whole or in part (the “Option
Stock”), at an exercise price of $_________ per Share, on the terms and
conditions set forth in this Agreement and subject to all provisions of the
Plan. The Optionee, holder or beneficiary of the Option shall not have any
of
the rights of a shareholder with respect to the Option Stock until such person
has become a holder of such Shares by the due exercise of the Option and payment
of the Option Payment (as defined in Section 3 below) in accordance with this
Agreement.
The
Option shall be a non-qualified stock option. In order to provide the Company
with the opportunity to claim the benefit of any income tax deduction which
may
be available to it upon the exercise of the Option, and in order to comply
with
all applicable federal or state tax laws or regulations, the Company may take
such action as it deems appropriate to insure that, if necessary, all applicable
federal, state or other taxes are withheld or collected from the
Optionee.
Exercise
of Option.
Optionee may exercise the Option with respect to the percentage and number
of
shares set forth below from and after the dates specified below:
|
Cumulative
Percentage
Vested
|
Date
of Vesting
|
Cumulative
Options
Exercisable
|
||
|
________
%
|
_______________,
_______
|
__________
|
||
|
________
%
|
_______________,
_______
|
__________
|
||
|
________
%
|
_______________,
_______
|
__________
|
||
|
________
%
|
_______________,
_______
|
__________
|
||
|
________
%
|
_______________,
_______
|
__________
|
Notwithstanding
the above, each outstanding Option shall vest and become exercisable upon the
occurrence of a Change in Control, but only if and to the extent so determined
by the Committee, and shall be governed by the provisions of Section 12 of
the
Plan.
Manner
of Exercise.
The
Option may be exercised in whole or in part at any time within the period
permitted hereunder for the exercise of the Option, with respect to whole Shares
only, by serving written notice of intent to exercise the Option substantially
in the form of Exhibit
A
hereto
delivered to the Company at its principal office no earlier than thirty (30)
days and no later than ten (10) days prior to the date upon which Optionee
desires to exercise all or any portion of the Option, stating the number of
Shares to be purchased, the person or persons in whose name the Shares are
to be
registered and each such person’s address and social security number. Such
notice shall not be effective unless accompanied by payment in full of the
Option Price for the number of Shares with respect to which the Option is then
being exercised (the “Option Payment”) and cash equal to the required
withholding taxes as set forth by Internal Revenue Service and applicable State
tax guidelines for the employer's minimum statutory withholding. The Option
Payment shall be made in cash or cash equivalents or in whole Shares that have
been held by the Optionee for at least six months prior to the date of exercise
valued at the Shares’ Fair Market Value on the date of exercise (or next
succeeding trading date if the date of exercise is not a trading date) or the
actual sales price of such Shares, together with any applicable withholding
taxes, or by a combination of such cash (or cash equivalents) and Shares. The
Optionee shall not be entitled to tender Shares pursuant to successive,
substantially simultaneous exercises of the Option or any other stock option
of
the Company. Subject to applicable securities laws, the Optionee may also
exercise the Option by delivering a notice of exercise of the Option and by
simultaneously selling the Shares of Option Stock thereby acquired pursuant
to a
brokerage or similar agreement approved in advance by proper officers of the
Company, using the proceeds of such sale as payment of the Option Payment,
together with any applicable withholding taxes. For purposes of this Agreement,
“Fair Market Value” means the closing sales price of the Shares on the Nasdaq
Stock Market’s National Market or the actual sales price of such
Shares.
Termination
of Option.
The
Option will expire ten years from the date of grant of the Option (the “Term”)
with respect to any then unexercised portion thereof, unless terminated earlier
as set forth below:
Termination
by Death.
If the
Optionee’s employment by the Company terminates by reason of death, this Option
may thereafter be exercised by the legal representative of the estate or by
the
legatee of the Optionee under the will of the Optionee, to the extent that
the
Optionee was entitled to exercise it at the date of the Optionee’s death, for a
period of one year from the date of death or until the expiration of the Term
of
the Option, whichever period is the shorter.
Termination
by Reason of Disability.
If the
Optionee’s employment by the Company terminates by reason of Disability, this
Option may thereafter be exercised by the Optionee or personal representative
or
guardian of the Optionee, as applicable, to the extent the Optionee was entitled
to exercise it at the date of the Optionee’s Disability, for a period of one
year from the date of such termination of employment or until the expiration
of
the Term of the Option, whichever period is the shorter.
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Termination
by Retirement.
If
Optionee’s employment by the Company terminates by reason of Retirement, this
Option may thereafter be exercised by the Optionee, to the extent the Option
was
exercisable at the time of such termination, for a period of one year from
the
date of such termination of employment or until the expiration of the Term
of
the Option, whichever period is the shorter.
Termination
for Cause or Voluntary Termination.
If the
Optionee’s employment by the Company is voluntarily terminated or terminated for
Cause, this Option shall terminate immediately and become void and of no
effect.
Other
Termination.
If the
Optionee’s employment by the Company is involuntarily terminated for any reason
other than for Cause, death, Disability or Retirement, this Option may be
exercised, to the extent the Option was exercisable at the time of such
termination, by the Optionee for a period of three months from the date of
such
termination of employment or the expiration of the Term of the Option, whichever
period is the shorter.
No
Right to Continued Employment.
The
grant of the Option shall not be construed as giving Optionee the right to
be
retained in the employ of the Company, and the Company may at any time dismiss
Optionee from employment, free from any liability or any claim under the
Plan.
Adjustment
to Option Stock.
The
Committee shall may make equitable and proportionate adjustments in the terms
and conditions of, and the criteria included in, this Option in recognition
of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 of the Plan) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or
accounting principles in accordance with the Plan.
Amendments
to Option.
Subject
to the restrictions contained in the Plan, the Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, the Option, prospectively or retroactively; provided that
any such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would adversely affect the rights of the Optionee or any
holder or beneficiary of the Option shall not to that extent be effective
without the consent of the Optionee, holder or beneficiary
affected.
Limited
Transferability.
During
the Optionee’s lifetime this Option can be exercised only by the Optionee except
as otherwise provided in Sections 4(a) and 4(b) above or in this Section 8.
This
Option may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by Optionee other than (i) to a Permitted Transferee
(as defined in the Plan) or (ii) by will or the laws of descent and
distribution. Any attempt to otherwise transfer this Option shall be void.
No
transfer of this Option by the Optionee by will or by laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of
the
will and/or such other evidence as the Committee may deem necessary or
appropriate to establish the validity of the transfer. Any transfer of this
Option by the Optionee to a Permitted Transferee must be for no consideration
and, after the transfer, the Permitted Transferee shall have the sole
responsibility for determining whether and when to exercise the Option. A
Permitted Transferee may not transfer any such Option other than by will or
the
laws of descent and distribution.
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Reservation
of Shares.
At all
times during the term of this Option, the Company shall use its best efforts
to
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of this Agreement.
Plan
Governs.
The
Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof. The terms of this Agreement
are
governed by the terms of the Plan, and in the case of any inconsistency between
the terms of this Agreement and the terms of the Plan, the terms of the Plan
shall govern.
Severability.
If any
provision of this Agreement is, or becomes, or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction or as to any Person or the Award, or would
disqualify the Plan or Award under any laws deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan
or
the Award, such provision shall be stricken as to such jurisdiction, Person
or
Award, and the remainder of the Plan and Award shall remain in full force and
effect.
Notices.
All
notices required to be given under this Option shall be deemed to be received
if
delivered or mailed as provided for herein to the parties at the following
addresses, or to such other address as either party may provide in writing
from
time to time.
To
the
Company: Pinnacle
Financial Partners, Inc.
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Attn:
Chief Financial Officer
To
the
Optionee: The
address then maintained with respect to the Optionee in the Company’s
records.
Governing
Law.
The
validity, construction and effect of this Agreement shall be determined in
accordance with the laws of the State of Tennessee without giving effect to
conflicts of laws principles.
Resolution
of Disputes.
Any
dispute or disagreement which may arise under, or as a result of, or in any
way
related to, the interpretation, construction or application of this Agreement
shall be determined by the Committee. Any determination made hereunder shall
be
final, binding and conclusive on the Optionee and the Company for all
purposes.
Successors
in Interest.
This
Agreement shall inure to the benefit of and be binding upon any successor to
the
Company. This Agreement shall inure to the benefit of the Optionee’s legal
representative and assignees. All obligations imposed upon the Optionee and
all
rights granted to the Company under this Agreement shall be binding upon the
Optionee's heirs, executors, administrators, successors and assignees.
4
IN
WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option
Agreement to be duly executed effective as of the day and year first above
written.
PINNACLE
FINANCIAL PARTNERS, INC.
By:
__________________________________
Optionee:
_____________________________________
Please
Print
Optionee:
_____________________________________
Signature
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