Common use of Termination for Retirement Clause in Contracts

Termination for Retirement. If the Executive’s employment is terminated by reason of Retirement during the Term, the Executive shall be entitled to the following: (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating the requirements of Code Section 409A, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and (v) the Company shall promptly transfer and assign to the Executive all such life insurance policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parent.

Termination for Retirement. If Subject to clause (v) of this Section 5(d), if the Executive’s employment is terminated by reason of Retirement during the Term, the Executive shall be entitled to the following:payments and benefits identified in this Section 5(d). (i) payment of Accrued Obligations (which The Company shall be paid pay to the Executive Executive, at the times specified in a lump sum in cash within 30 days of clause (iv), the following amounts: A. the Accrued Obligation; B. the Executive’s Annual Base Salary earned through the Date of Termination); andTermination for a period following his Separation From Service, to the extent not theretofore paid. (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the The Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and. The amount of expenses eligible for reimbursement under this Section 5(d)(ii), or in-kind benefits provided, during the Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section 5(d)(ii) shall not be subject to liquidation or exchange for another benefit. (iviii) until Until the Executive becomes eligible for Medicare, and to the extent provided that the Executive's ’s continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating the requirements of Code Section 409Aprograms, the Company shall continue to provide medical benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in . In the event that the Executive's ’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and. To the extent that the medical or other welfare benefits provided hereunder are taxable to the Executive, the following provisions of this Section 5(d)(iii) shall apply to such benefits. With the exception of any lifetime maximums applicable to medical expenses or medical benefits described in section 105(b) of the Code, the amount of expenses eligible for reimbursement under this Section 5(d)(iii), or in-kind benefits provided, during the Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section 5(d)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 5(d)(iii) are taxable to the Executive and are not otherwise exempt from Section 409A, if the Executive is a Specified Employee, any amounts to which the Executive would otherwise be entitled under this Section 5(d)(iii) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. (iv) The Company shall pay the Executive the amounts specified in Section 5(d)(i)(A) within thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive the amounts or benefits specified in Section 5(d)(i)(B) 30 days following the date of the Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. Notwithstanding the foregoing, to the extent that the Executive elected under the Deferred Compensation Plan to defer the payment of all or a portion of the amounts specified in Sections 5(d)(i)(A) and/or 5(d)(i)(B), such applicable amount shall be paid at the time and the form specified in the Deferred Compensation Plan and the Executive’s deferral election. (v) Notwithstanding anything to the Company contrary contained herein, except for the payments and benefits provided for in Sections 5(d)(i)(A) and 5(d)(i)(B), no payments or benefits identified in this Section 5(d) shall promptly transfer and assign be paid or made available to the Executive all such life insurance policies for which unless the Executive executes and delivers to the Company or Parent was previously reimbursing premium payments made the Release by the Executive pursuant to an agreement between deadline established by the Company and the Executive and does not revoke the Company or ParentRelease.

Termination for Retirement. If In the Executive’s event that the Grantee's employment is terminated by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement during the TermRetirement, the Executive forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee's Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank's NPA Ratio as of December 31, 2019 being equal to or less than [__]%, the Grantee shall be entitled to the following: (i) payment receive in settlement of Accrued Obligations (which shall be paid to the Executive in such Performance Units a lump sum in cash within 30 days like number of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating 's Common Stock in accordance with the requirements terms of Code Section 409A1(b) of this Agreement. In addition, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the ExecutiveGrantee's participation in employment by the Company (or any such plan Subsidiary or program is barredAffiliate thereof) terminates by reason of Retirement, the Company forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee's Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall arrange lapse, without regard to provide whether the Executive with benefits substantially similar Grantee shall have completed the applicable Required Employment Period, and the Grantee shall vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee's employment terminates by reason of Retirement that would have vested based on the Company's actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee's date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to those which he is Pinnacle Bank's NPA Ratio as of December 31, 2019 being equal to or less than [__]%, the Grantee shall be entitled to receive under in settlement of such plans Performance Units a like number of shares of the Company's Common Stock in accordance with the terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company's Common Stock are issued to the Grantee in accordance with this Section (4(c) and programs; and (vSection 1(b) of this Agreement, all such shares shall, on a date selected by the Company shall promptly transfer and assign that is not later than the ninetieth (90th) day after the Grantee's death, be issued to the Executive all such life insurance policies for which the Company Grantee without regard to whether Pinnacle Bank's NPA Ratio as of December 31, 2019 will be equal to or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parentless than [__]%.

Termination for Retirement. If In the Executiveevent that the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement during the TermRetirement, the Executive time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than [ ], the Grantee shall be entitled to the following: (i) payment receive in settlement of Accrued Obligations (which shall be paid to the Executive in such Performance Units a lump sum in cash within 30 days like number of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans Common Stock in accordance with the timing and programs and permissible without violating the requirements other provisions of Code Section 409A1(b) of this Agreement. In addition, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in any such plan which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vest, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or program is barredless than [ ], the Company Grantee shall arrange to provide the Executive with benefits substantially similar to those which he is be entitled to receive under in settlement of such plans Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and programs; and (vother provisions of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company shall promptly transfer and assign that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Executive all such life insurance policies for which the Company Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parentless than [ ].

Termination for Retirement. If Subject to clause (iv) of this Section 5(d), if the Executive’s employment is terminated by reason of Retirement during the Term, the Executive shall be entitled to the following:payments and benefits identified in this Section 5(d). (i) payment of Accrued Obligations (which The Company shall be paid pay to the Executive Executive, at the times specified in a lump sum in cash within 30 days of clause (iii), the following amounts: (A) the Accrued Obligation; (B) the Executive’s Annual Base Salary earned through the Date of Termination); andTermination for a period following his Separation From Service, to the extent not theretofore paid. (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until Until the Executive becomes eligible for Medicare, and to the extent provided that the Executive's ’s continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating the requirements of Code Section 409Aprograms, the Company shall continue to provide medical benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in . In the event that the Executive's ’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and (v. To the extent that the medical or other welfare benefits provided hereunder are taxable to the Executive, the following provisions of this Section 5(d)(iii) shall apply to such benefits. With the Company exception of any lifetime maximums applicable to medical expenses or medical benefits described in section 105(b) of the Code, the amount of expenses eligible for reimbursement under this Section 5(d)(iii), or in-kind benefits provided, during the Executive’s taxable year shall promptly transfer and assign not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section 5(d)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 5(d)(iii) are taxable to the Executive all such life insurance policies for and are not otherwise exempt from Section 409A, if the Executive is a Specified Employee, any amounts to which the Company or Parent was previously reimbursing premium payments made by Executive would otherwise be entitled under this Section 5(d)(iii) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive pursuant to an agreement between on the date that is six months following the date of his Separation From Service. (iii) The Company shall pay the Executive the amounts specified in Section 5(d)(i)(A) within thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive the amounts or benefits specified in Section 5(d)(i)(B) 30 days following the date of the Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. Notwithstanding the foregoing, to the extent that the Executive elected under the Deferred Compensation Plan to defer the payment of all or a portion of the amounts specified in Sections 5(d)(i)(A) and/or 5(d)(i)(B), such applicable amount shall be paid at the time and the Company or Parentform specified in the Deferred Compensation Plan and the Executive’s deferral election.

Termination for Retirement. If In the Executiveevent that the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement during the TermRetirement, the Executive forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 20__ being equal to or less than ____%, the Grantee shall be entitled to the following: (i) payment receive in settlement of Accrued Obligations (which shall be paid to the Executive in such Performance Units a lump sum in cash within 30 days like number of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating Common Stock in accordance with the requirements terms of Code Section 409A1(b) of this Agreement. In addition, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation in Grantee’s employment by the Company (or any such plan Subsidiary or program is barredAffiliate thereof) terminates by reason of Retirement, the Company forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall arrange lapse, without regard to provide whether the Executive with benefits substantially similar Grantee shall have completed the applicable Required Employment Period, and the Grantee shall vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to those which he is Pinnacle Bank’s NPA Ratio as of December 31, 20__ being equal to or less than ____%, the Grantee shall be entitled to receive under in settlement of such plans Performance Units a like number of shares of the Company’s Common Stock in accordance with the terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and programs; and (vSection 1(b) of this Agreement, all such shares shall, on a date selected by the Company shall promptly transfer and assign that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Executive all such life insurance policies for which the Company Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 20__ will be equal to or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parentless than ____%.

Termination for Retirement. If Subject to clause (iv) of this Section 5(d), if the Executive’s employment is terminated by reason of Retirement during the Term, the Executive shall be entitled to the following:payments and benefits identified in this Section 5(d). (i) payment of Accrued Obligations (which The Company shall be paid pay to the Executive Executive, at the times specified in a lump sum in cash within 30 days of clause (iii), the following amounts: (A) the Accrued Obligation; (B) the Executive’s Annual Base Salary earned through the Date of Termination); andTermination for a period following his Separation From Service, to the extent not theretofore paid. (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until Until the Executive becomes eligible for Medicare, and to the extent provided that the Executive's ’s continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating the requirements of Code Section 409Aprograms, the Company shall continue to provide medical benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in . In the event that the Executive's ’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and. To the extent that the medical or other welfare benefits provided hereunder are taxable to the Executive, the following provisions of this Section 5(d)(iii) shall apply to such benefits. With the exception of any lifetime maximums applicable to medical expenses or medical benefits described in section 105(b) of the Code, the amount of expenses eligible for reimbursement under this Section 5(d)(iii), or in-kind benefits provided, during the Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section 5(d)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 5(d)(iii) are taxable to the Executive and are not otherwise exempt from Section 409A, if the Executive is a Specified Employee, any amounts to which the Executive would otherwise be entitled under this Section 5(d)(iii) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. (iii) The Company shall pay the Executive the amounts specified in Section 5(d)(i)(A) within thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive the amounts or benefits specified in Section 5(d)(i)(B) 30 days following the date of the Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. Notwithstanding the foregoing, to the extent that the Executive elected under the Deferred Compensation Plan to defer the payment of all or a portion of the amounts specified in Sections 5(d)(i)(A) and/or 5(d)(i)(B), such applicable amount shall be paid at the time and the form specified in the Deferred Compensation Plan and the Executive’s deferral election. (v) Notwithstanding anything to the Company contrary contained herein, except for the payments and benefits provided for in Sections 5(d)(i)(A) and 5(d)(i)(B), no payments or benefits identified in this Section 5(d) shall promptly transfer and assign be paid or made available to the Executive all such life insurance policies for which unless the Executive executes and delivers to the Company or Parent was previously reimbursing premium payments made the Release by the Executive pursuant to an agreement between deadline established by the Company and the Executive and does not revoke the Company or ParentRelease.

Termination for Retirement. If In the Executiveevent that the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement during the TermRetirement, the Executive forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2022 being equal to or less than [__]%, the Grantee shall be entitled to the following: (i) payment receive in settlement of Accrued Obligations (which shall be paid to the Executive in such Performance Units a lump sum in cash within 30 days like number of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans and programs and permissible without violating Common Stock in accordance with the requirements terms of Code Section 409A1(b) of this Agreement. In addition, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation in Grantee’s employment by the Company (or any such plan Subsidiary or program is barredAffiliate thereof) terminates by reason of Retirement, the Company forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall arrange lapse, without regard to provide whether the Executive with benefits substantially similar Grantee shall have completed the applicable Required Employment Period, and the Grantee shall vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to those which he is Pinnacle Bank’s NPA Ratio as of December 31, 2022 being equal to or less than [__]%, the Grantee shall be entitled to receive under in settlement of such plans Performance Units a like number of shares of the Company’s Common Stock in accordance with the terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and programs; and (vSection 1(b) of this Agreement, all such shares shall, on a date selected by the Company shall promptly transfer and assign that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Executive all such life insurance policies for which the Company Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2022 will be equal to or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parentless than [__]%.

Termination for Retirement. If In the Executiveevent that the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement during the TermRetirement, the Executive time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2023 being equal to or less than ___%, the Grantee shall be entitled to the following: (i) payment receive in settlement of Accrued Obligations (which shall be paid to the Executive in such Performance Units a lump sum in cash within 30 days like number of the Date of Termination); and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (iv) until the Executive becomes eligible for Medicare, and to the extent the Executive's continued participation is possible under the general terms and provisions of the Company’s medical plans Common Stock in accordance with the timing and programs and permissible without violating the requirements other provisions of Code Section 409A1(b) of this Agreement. In addition, the Company shall continue to provide medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in any such plan which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vest, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2023 being equal to or program is barredless than ___%, the Company Grantee shall arrange to provide the Executive with benefits substantially similar to those which he is be entitled to receive under in settlement of such plans Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and programs; and (vother provisions of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company shall promptly transfer and assign that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Executive all such life insurance policies for which the Company Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2023 will be equal to or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parentless than ___%.

Termination for Retirement. If In the Executive’s event that the Grantee's employment is by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee's Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall lapse as of the date that such Performance Units would have been settled pursuant to Section 1(b) of this Agreement if the Grantee's employment had not terminated by reason of Retirement during the Term, the Executive and such Performance Units shall be entitled deemed vested in an amount equal to the following: product of (i) payment the number of Accrued Obligations (Performance Units granted under this Agreement for the Performance Period in which shall be paid to the Executive in a lump sum in cash within 30 days Grantee's employment terminates by reason of Retirement that would have vested based on the Date of Termination); and Company's actual performance for the Performance Period and (ii) any or all the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee's date of Retirement from the first day of the applicable Performance Period and (B) 365. Shares of the Restricted Stock Options shall be issued to the Custodian for the benefit of the Grantee in settlement of the Performance Units that are vested pursuant to this Section 6(c) in accordance with the terms of Section 1(b) of this Agreement, and such shares shall remain subject to the forfeiture restrictions set forth in Section 1(c) of this Agreement and such other restrictions, including the restriction on transferability set forth in Section 6 of this Agreement, applicable to shares of restricted stock awarded the Restricted Stock issued hereunder. Any shares of the Restricted Stock issued to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) the Executive shall be entitled to use of the Automobile for a period of six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately Grantee prior to the Date termination of Termination; and (iv) until the Executive becomes eligible for Medicarehis employment by reason of Retirement, and or otherwise issued to the extent the Executive's continued participation is possible under the general terms and provisions Grantee in settlement of the Company’s medical plans Performance Units as provided for in this Section 6(c), shall not be (except as provided in the following sentence) forfeited by the Grantee upon his Retirement, but shall remain issued in the name of the Grantee (and programs held by the Custodian for the benefit of the Grantee) and permissible without violating the requirements of Code Section 409A, the Company shall continue to provide medical benefits be released to the Executive and/or the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not terminated; provided, however, that if the Executive becomes reemployed Grantee as uncertificated shares in accordance with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period Section 3 of eligibility; this Agreement in the event that the Executive's participation in any such plan NPA Ratios do not exceed [ ] as of the Vesting Dates. In the event that the NPA Ratio as of December 31, 2017 or program is barredthe NPA Ratio as of December 31, 2018 exceed [ ] the Company Grantee shall arrange forfeit 50% or 100%, as applicable, of the shares of the Restricted Stock issued pursuant to provide this Section 6(c). In the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and (v) event that the Company shall promptly transfer and assign Grantee dies following the termination of his employment for Retirement but before shares of the Restricted Stock are released to the Executive Grantee in accordance with Sections 1(c) and 3 of this Agreement, all such life insurance policies for which shares shall, as of the Company or Parent was previously reimbursing premium payments made by date of the Executive pursuant to an agreement between the Executive Grantee's death, be deemed vested and the Company restrictions under the Plan and this Agreement with respect to such shares, including the restriction on transferability set forth in Section 6 of this Agreement, shall expire and be of no further force or Parenteffect.