Common use of Settlement of Performance Units Clause in Contracts

Settlement of Performance Units. (a) Subject to Section 8(b), if the Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle pursuant to Section 3 or 5(b) above, as soon as administratively possible, as determined solely by the Company, in the calendar year following the end of the Performance Cycle, but in no event later than March 15 of such calendar year and (B) if the Performance Units vest before the last day of the Performance Cycle due to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided herein, the Company shall cause the Shares then being distributed to be registered in the Participant’s name. From and after the date of receipt of such distribution, the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall have full rights of transfer or resale with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by the Company’s stockholders, the Performance Units shall be settled in cash rather than Shares, with the amount of cash being equal to the product of the Fair Market Value of a Share on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and the Plan shall be resolved in favor of the Plan.

Settlement of Performance Units. (a) Subject to Section 8(b), if the The Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle earned pursuant to Section 3 1(a) shall not be settled in shares of the Company’s Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “NPA Ratio”) is equal to or 5(b) aboveless than [__]% as of December 31, 2022. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 2022 was equal to or less than [__]%, on a date selected by the Company as soon as administratively possible, as determined solely by practicable after filing the Company, in ’s Annual Report on Form 10-K with the calendar year following Securities and Exchange Commission (the end of the Performance Cycle“SEC”) or such other regulatory body or agency as such Annual Report shall be required to be filed, but in no event later than March 15 15, 2023 or the date by which such Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Company was at such time still required to file such reports, the Company s hall issue, or cause the Company’s stock transfer agent to issue, in the name of such calendar year and (B) if the Grantee, a stock certificate representing the number of shares of the Company’s Common Stock into which the Performance Units vest before (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be settled in accordance with Section 1(a) of this Agreement and the last day Performance Measures attached hereto as Exhibit A. Until shares of the Company’s Common Stock are delivered to the Grantee in settlement of the Performance Cycle due to the termination of Participant’s Continuous Service Units (and any additional Performance Units issued pursuant to Section 5(a) or otherwise3 of this Agreement, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided hereinif any), the Company shall cause the Shares then being distributed to be registered in the Participant’s name. From and after the date of receipt of such distribution, the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, Grantee shall have full none of the rights of transfer or resale a stockholder of the Company with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by shares of the Company’s stockholders, Common Stock issuable in settlement of the Performance Units shall be settled in cash rather than Shares(and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with the amount of cash being equal respect to the product of the Fair Market Value of a Share distributions or dividends declared or paid on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and Common Stock prior to the Plan shall be resolved in favor issuance of the Planshares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.

Settlement of Performance Units. (a) Subject to Section 8(b), if the The Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle earned pursuant to Section 3 1(a) shall not be settled in shares of the Company’s Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “NPA Ratio”) is equal to or 5(b) aboveless than [ ] as of December 31, 2024. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 2024 was equal to or less than [ ], on a date selected by the Company as soon as administratively possible, as determined solely by practicable after filing the Company, in ’s Annual Report on Form 10-K with the calendar year following Securities and Exchange Commission (the end of the Performance Cycle“SEC”) or such other regulatory body or agency as such Annual Report shall be required to be filed, but in no event later than March 15 of 15, 2025 or the date by which such calendar year and (B) Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Performance Units vest before the last day of the Performance Cycle due Company was at such time still required to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided hereinfile such reports, the Company shall issue, or cause the Shares then being distributed Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate or book entry notation representing the number of shares of the Company’s Common Stock into which the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be registered settled in accordance with Section 1(a) of this Agreement and the ParticipantPerformance Measures attached hereto as Exhibit A. Until shares of the Company’s name. From Common Stock are delivered to the Grantee in settlement of the Performance Units (and after the date any additional Performance Units issued pursuant to Section 3 of receipt of such distributionthis Agreement, if any), the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, Grantee shall have full none of the rights of transfer or resale a stockholder of the Company with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by shares of the Company’s stockholders, Common Stock issuable in settlement of the Performance Units shall be settled in cash rather than Shares(and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with the amount of cash being equal respect to the product of the Fair Market Value of a Share distributions or dividends declared or paid on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and Common Stock prior to the Plan shall be resolved in favor issuance of the Planshares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.

Settlement of Performance Units. (a) Subject to Section 8(b), if the The Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle earned pursuant to Section 3 1(a) shall not be settled in shares of the Company’s Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “NPA Ratio”) is equal to or 5(b) aboveless than ___% as of December 31, 2023. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 2023 was equal to or less than ___%, on a date selected by the Company as soon as administratively possible, as determined solely by practicable after filing the Company, in ’s Annual Report on Form 10-K with the calendar year following Securities and Exchange Commission (the end of the Performance Cycle“SEC”) or such other regulatory body or agency as such Annual Report shall be required to be filed, but in no event later than March 15 of 15, 2024 or the date by which such calendar year and (B) Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Performance Units vest before the last day of the Performance Cycle due Company was at such time still required to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided hereinfile such reports, the Company shall issue, or cause the Shares then being distributed Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate or book entry notation representing the number of shares of the Company’s Common Stock into which the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be registered settled in accordance with Section 1(a) of this Agreement and the ParticipantPerformance Measures attached hereto as Exhibit A. Until shares of the Company’s name. From Common Stock are delivered to the Grantee in settlement of the Performance Units (and after the date any additional Performance Units issued pursuant to Section 3 of receipt of such distributionthis Agreement, if any), the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, Grantee shall have full none of the rights of transfer or resale a stockholder of the Company with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by shares of the Company’s stockholders, Common Stock issuable in settlement of the Performance Units shall be settled in cash rather than Shares(and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with the amount of cash being equal respect to the product of the Fair Market Value of a Share distributions or dividends declared or paid on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and Common Stock prior to the Plan shall be resolved in favor issuance of the Planshares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.

Settlement of Performance Units. (a) Subject to Section 8(b), if the The Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle earned pursuant to Section 3 1(a) shall not be settled in shares of the Company's Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the "NPA Ratio") is equal to or 5(b) aboveless than [ ] as of December 31, 2019. Subject to the Compensation Committee's certification, which certification may be reflected in minutes of a meeting of the Compensation Committee, that Pinnacle Bank's NPA Ratio as of December 31, 2019 was equal to or less than [ ], on a date selected by the Company as soon as administratively possible, as determined solely by practicable after filing the Company, in 's Annual Report on Form 10-K with the calendar year following Securities and Exchange Commission (the end of the Performance Cycle"SEC"), but in no event later than March 15 of such calendar year and (B) if the Performance Units vest before the last day of the Performance Cycle due to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise15, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided herein2020, the Company shall issue, or cause the Shares then being distributed Company's stock transfer agent to issue, in the name of the Grantee, a stock certificate representing the number of shares of the Company's Common Stock into which the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be registered settled in accordance with Section 1(a) of this Agreement and the Participant’s name. From Performance Measures attached hereto as Exhibit A. Until shares of the Company's Common Stock are delivered to the Grantee in settlement of the Performance Units (and after the date any additional Performance Units issued pursuant to Section 3 of receipt of such distributionthis Agreement, if any), the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, Grantee shall have full none of the rights of transfer or resale a stockholder of the Company with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by shares of the Company’s stockholders, 's Common Stock issuable in settlement of the Performance Units shall be settled in cash rather than Shares(and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee's rights with respect to distributions or dividends declared or paid on the amount of cash being equal Company's Common Stock prior to the product issuance of the Fair Market Value of a Share on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms shares of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between 's Common Stock are set forth in Section 3 of this Award Agreement and the Plan shall be resolved in favor of the PlanAgreement.

Settlement of Performance Units. (a) Subject to Section 8(b), if the The Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle earned pursuant to Section 3 1(a) shall not be settled in shares of the Company’s Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “NPA Ratio”) is equal to or 5(b) aboveless than ____% as of December 31, 20__. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 20__ was equal to or less than ____%, on a date selected by the Company as soon as administratively possible, as determined solely by practicable after filing the Company, in ’s Annual Report on Form 10-K with the calendar year following Securities and Exchange Commission (the end of the Performance Cycle“SEC”) or such other regulatory body or agency as such Annual Report shall be required to be filed, but in no event later than March 15 of 15, 20__ or the date by which such calendar year and (B) Annual Report would have been required to be filed with the SEC or such other regulatory body or agency on a timely basis if the Performance Units vest before the last day of the Performance Cycle due Company was at such time still required to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided hereinfile such reports, the Company shall issue, or cause the Shares then being distributed Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate representing the number of shares of the Company’s Common Stock into which the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be registered settled in accordance with Section 1(a) of this Agreement and the ParticipantPerformance Measures attached hereto as Exhibit A. Until shares of the Company’s name. From Common Stock are delivered to the Grantee in settlement of the Performance Units (and after the date any additional Performance Units issued pursuant to Section 3 of receipt of such distributionthis Agreement, if any), the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, Grantee shall have full none of the rights of transfer or resale a stockholder of the Company with respect to such Shares subject to applicable Company policies and state and federal regulations. (b) If the Plan is not approved by shares of the Company’s stockholders, Common Stock issuable in settlement of the Performance Units shall be settled in cash rather than Shares(and any additional Performance Units, issued pursuant to Section 3 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with the amount of cash being equal respect to the product of the Fair Market Value of a Share distributions or dividends declared or paid on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and Common Stock prior to the Plan shall be resolved in favor issuance of the Planshares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.