AMENDMENT NO. 1 TO AGREEMENTS
Exhibit
10.4
AMENDMENT
NO. 1 TO
AGREEMENTS
This
amendment dated as of December 30, 2005, amends the Agreement dated as of
March
1, 1999 (“Change in Control Agreement”) by and between R. Xxxx Xxxxx
(“Executive”), Cavalry Banking (“Bank”) and Cavalry Bancorp, Inc. (“Company”)
and the Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated
as
of September 11, 2004, between Executive and the Bank (“Non-Competition
Agreement” and collectively with the Change in Control Agreement, the “Original
Agreements”).
WHEREAS,
the Company is a party to an Agreement and Plan of Merger by and between
the
Company and Pinnacle Financial Partners, Inc. dated as of September 30, 2005
(the “Merger Agreement”);
WHEREAS,
the parties desire to amend the Original Agreements in order to address certain
federal income tax issues arising under Section 280G of the Internal Revenue
Code upon the consummation of the Merger Agreement and to provide for certain
protections to the Company in certain events;
NOW,
THEREFORE, the parties agree as follows:
1. Except
as
specifically modified herein, the terms of the Original Agreements remain
in
force and effect (the Original Agreements, as amended hereby, are hereinafter
referred to as the “Agreements”).
2. The
parties agree that the term of the Change in Control Agreements are extended
for
one year, in accordance with the provisions of Section 1.
3. The
parties agree that concurrently with the execution hereof, Executive shall
receive a one-time payment of $41,000.00.
4. In
the
event of a Change in Control, as provided in the Change in Control Agreement,
the amount which would otherwise be paid under Section 5 (Change in Control)
shall be limited so that the “base amount” as calculated pursuant to Section
5(c) shall exclude the payment provided in Section 3 above, and the total
paid
under Section 5(c) shall be reduced by the amount of the payment provided
in
Section 3 above.
5. The
period of the non-competition agreement contained in Section 2 of the Agreement
shall be amended to 15 months instead of 12 months.
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 on December
30,
2005.
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Executive:
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/s/
R. Xxxx Xxxxx
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R.
Xxxx Xxxxx
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| CAVALRY BANKING | |
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by:
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Xxx
X. Xxxxx, Xx.
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CAVALRY
BANCORP, INC.
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by:
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Xxxxxxx
X. Xxxxx
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