Common use of Settlement of Performance Units Clause in Contracts

Settlement of Performance Units. The Performance Units earned pursuant to Section 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 less 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 practicable after filing the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “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, 20__ 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 shall issue, or cause the 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 settled in accordance with Section 1(a) of this Agreement and the 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 any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Performance Units (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 Company’s Common Stock prior to the issuance of the shares 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. The Performance Units earned pursuant to Section 1(a) shall not be settled in shares of the Company’s 's Common Stock pursuant to Section 1(a) unless the ratio of Pinnacle Bank’s 's nonperforming assets to its loans plus other real estate owned as described on Exhibit A (the “"NPA Ratio”") is equal to or less than ____% [ ] as of December 31, 20__2019. Subject to the Compensation Committee’s determination 's certification, which certification may be reflected in minutes of a meeting of the Compensation Committee, that Pinnacle Bank’s 's NPA Ratio as of December 31, 20__ 2019 was equal to or less than ____%[ ], on a date selected by the Company as soon as practicable after filing the Company’s 's Annual Report on Form 10-K with the Securities and Exchange Commission (the “"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, 20__ 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 reports2020, the Company shall issue, or cause the Company’s 's stock transfer agent to issue, in the name of the Grantee, a stock certificate representing the number of shares of the Company’s '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 settled in accordance with Section 1(a) of this Agreement and the Performance Measures attached hereto as Exhibit A. Until shares of the Company’s 's Common Stock are delivered to the Grantee in settlement of the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s 's Common Stock issuable in settlement of the Performance Units (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 's rights with respect to distributions or dividends declared or paid on the Company’s 's Common Stock prior to the issuance of the shares of the Company’s 's Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.

Settlement of Performance Units. The Performance Units earned pursuant to Section 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 less than ____% [ ] as of December 31, 20__2024. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 20__ 2024 was equal to or less than ____%[ ], on a date selected by the Company as soon as practicable after filing the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “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, 20__ 2025 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 shall issue, or cause the 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 settled in accordance with Section 1(a) of this Agreement and the 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 any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Performance Units (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 Company’s Common Stock prior to the issuance of the shares 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. The Performance Units earned pursuant to Section 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 less than [____]% as of December 31, 20__2022. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 20__ 2022 was equal to or less than [____]%, on a date selected by the Company as soon as practicable after filing the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “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, 20__ 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 shall s hall issue, or cause the 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 settled in accordance with Section 1(a) of this Agreement and the 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 any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Performance Units (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 Company’s Common Stock prior to the issuance of the shares 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. The Performance Units earned pursuant to Section 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 less than ____% as of December 31, 20__2023. Subject to the Compensation Committee’s determination that Pinnacle Bank’s NPA Ratio as of December 31, 20__ 2023 was equal to or less than ____%, on a date selected by the Company as soon as practicable after filing the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “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, 20__ 2024 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 shall issue, or cause the 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 settled in accordance with Section 1(a) of this Agreement and the 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 any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Performance Units (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 Company’s Common Stock prior to the issuance of the shares of the Company’s Common Stock in accordance with this Section 1(b) are set forth in Section 3 of this Agreement.