Upon the occurrence of a Change in Control (as defined in the Plan) prior to the vesting of a portion of the Performance Units awarded hereunder, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Company’s actual performance in respect of the Performance Measures related to the Performance Units for the period from the date of this Agreement through the date the Compensation Committee makes such determination, the number of Performance Units for which the forfeiture restrictions would be expected to lapse for the Performance Periods that are not yet completed at such time as the Committee makes its determination and the Grantee shall vest, immediately prior to the consummation of such Change in Control, in the greater of (i) such number of Performance Units as the Compensation Committee shall determine and (ii) the Target Amount of Performance Units for such Performance Periods as are not then completed. The Grantee shall be entitled to receive, immediately prior to the consummation of the Change in Control, in settlement of such Performance Units a like number of shares of the Company’s Common Stock, together with such number of shares of the Company’s Common Stock as are issuable to the Grantee in settlement of Performance Units earned by the Grantee for any Performance Periods that are at such time completed, without regard to whether the Grantee’s employment continued for any Required Employment Period or Pinnacle Bank’s NPA Ratio as of December 31, 20__ will be equal to or less than ____ %.