THIS AGREEMENT is made as of the 1st day of January, 2008, by and among PINNACLE NATIONAL
BANK (the “Bank”), a national bank; PINNACLE FINANCIAL PARTNERS, INC., a bank holding company
incorporated under the laws of the State of Tennessee (the “Company”) (collectively, the Bank and the Company
are referred to hereinafter as the “Employer”), and MICHAEL TERRY TURNER, a resident of the State of
Tennessee (the “Executive”).
The Employer desires to continue to employ the Executive as President and Chief Executive Officer of the
Bank and the Company and the Executive desires to accept such continued employment.
The parties previously entered into an employment agreement, dated as of March 1, 2000, that they wish to
amend as set forth herein.
In consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby
agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following terms and their variant forms shall have the
meaning set forth below:
1.1. “AGREEMENT” shall mean this Agreement and any exhibits incorporated herein together with any
amendments hereto made in the manner described in this Agreement.
1.2. “AFFILIATE” shall mean any business entity which controls the Company, is controlled by or is under
common control with the Company.
1.3. “BUSINESS OF THE EMPLOYER” shall mean the business conducted by the Employer, which is the
business of commercial banking.
1.4. “CAUSE” shall mean:
1.4.1. With respect to termination by the Employer:
(a) a material breach of the terms of this Agreement by the Executive, including, without limitation, failure
by the Executive to perform his duties and responsibilities in the manner and to the extent required under this
Agreement, which remains uncured after the expiration of thirty (30) days following the delivery of written
notice of such breach to the Executive by Employer. Such notice shal