Date of Report (Date of earliest event reported) | June 15, 2015 |
Park National Corporation |
(Exact name of registrant as specified in its charter) |
Ohio | 1-13006 | 31-1179518 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
50 North Third Street, P.O. Box 3500, Newark, Ohio | 43058-3500 |
(Address of principal executive offices) | (Zip Code) |
(740) 349-8451 |
(Registrant’s telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(e) | Actions taken by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Park National Corporation (“Park”) on June 15, 2015: |
• | David L. Trautman, who serves as President and Chief Executive Officer of each of Park and PNB |
• | C. Daniel DeLawder, who serves as Chairman of the Board of each of Park and PNB |
• | Brady T. Burt, who serves as Chief Financial Officer, Secretary and Treasurer of Park and Senior Vice President and Chief Financial Officer of PNB |
• | Except in the case of a Change in Control, after the Named Executive Officer’s termination of employment with PNB and its affiliates, the Named Executive Officer has not been employed by any financial services firm offering like or similar products as PNB, except with written approval of PNB |
• | The Named Executive Officer’s termination of employment from PNB has not been for cause as determined by the Board of Directors of PNB |
• | Except in the case of a Change in Control, after Mr. Burt’s termination of employment with PNB and its affiliates, Mr. Burt has not been employed by any financial services firm offering like or similar products as PNB, except with written approval of PNB |
• | Mr. Burt’s termination of employment from PNB has not been for cause as determined by the Board of Directors of PNB |
10.1(a) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and David L. Trautman |
10.1(b) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and Brady T. Burt |
10.1(c) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and C. Daniel DeLawder |
10.2(a) | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and David L. Trautman |
10.2(b) | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and C. Daniel DeLawder |
10.3 | Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and Brady T. Burt |
10.4 | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and Brady T. Burt |
PARK NATIONAL CORPORATION | ||
Dated: June 19, 2015 | By: | /s/ Brady T. Burt |
Brady T. Burt | ||
Chief Financial Officer, Secretary and Treasurer | ||
10.1(a) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and David L. Trautman |
10.1(b) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and Brady T. Burt |
10.1(c) | Supplemental Executive Retirement Benefits Agreement, made as of June 15, 2015, between The Park National Bank and C. Daniel DeLawder |
10.2(a) | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and David L. Trautman |
10.2(b) | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and C. Daniel DeLawder |
10.3 | Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and Brady T. Burt |
10.4 | Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15, 2015, between The Park National Bank and Brady T. Burt |
(a) | This Agreement shall terminate upon the first to occur of the following: |
(i) | the distribution of the death benefit proceeds in accordance with Section 6 above; or |
(ii) | except as set forth in Section 16 below, the termination of Insured’s employment for any reason (other than on account of the Insured’s death) prior to age 62; or |
(iii) | the insured attaining age 82; and |
(b) | Insured acknowledges and agrees that the termination of this Agreement pursuant to subsections (a)(ii) and (a)(iii) above prior to the death of Insured shall terminate any right of Insured or Insured’s beneficiary(ies) to receive any death proceeds of the Policies under this Agreement, and such termination shall be without any liability of any nature to Bank. |
BANK: | |
The Park National Bank | |
By /s/ David L. Trautman | |
Its CEO | |
INSURED | |
/s/ Brady T. Burt | |
BRADY T. BURT |
Attained Age at Death | Year of Death | Reduced Death Benefit if retired on or after age 62 or terminated within 12 months after a Change in Control |
Less than 62 | Before XXXXX XX, 2034 (only if terminated within 12 months after a Change in Control) | $2,353,000 |
Between 62-65 | XXXXX XX, 2034 to XXXXX XX, 2037 | $2,353,000 |
65 | XXXXX XX, 2037 to XXXXX XX, 2038 | $2,353,000 |
66 | XXXXX XX, 2038 to XXXXX XX, 2039 | $2,258,000 |
67 | XXXXX XX, 2039 to XXXXX XX, 2040 | $2,159,000 |
68 | XXXXX XX, 2040 to XXXXX XX, 2041 | $2,055,000 |
69 | XXXXX XX, 2041 to XXXXX XX, 2042 | $1,946,000 |
70 | XXXXX XX, 2042 to XXXXX XX, 2043 | $1,833,000 |
71 | XXXXX XX, 2043 to XXXXX XX, 2044 | $1,714,000 |
72 | XXXXX XX, 2044 to XXXXX XX, 2045 | $1,590,000 |
73 | XXXXX XX, 2045 to XXXXX XX, 2046 | $1,461,000 |
74 | XXXXX XX, 2046 to XXXXX XX, 2047 | $1,326,000 |
75 | XXXXX XX, 2047 to XXXXX XX, 2048 | $1,184,000 |
76 | XXXXX XX, 2048 to XXXXX XX, 2049 | $1,037,000 |
77 | XXXXX XX, 2049 to XXXXX XX, 2050 | $882,000 |
78 | XXXXX XX, 2050 to XXXXX XX, 2051 | $721,000 |
79 | XXXXX XX, 2051 to XXXXX XX, 2052 | $553,000 |
80 | XXXXX XX, 2052 to XXXXX XX, 2053 | $376,000 |
81 | XXXXX XX, 2053 to XXXXX XX, 2054 | $192,000 |
82 or older | XXXXX XX, 2054 and thereafter | $0 |
(a) | This Agreement shall terminate upon the first to occur of the following: |
(i) | the distribution of the death benefit proceeds in accordance with Section 6 above; or |
(ii) | except as set forth in Section 16 below, the termination of Insured’s employment for any reason (other than on account of Insured’s death) prior to age 62; and |
(b) | Insured acknowledges and agrees that the termination of this Agreement pursuant to subsection (a)(ii) above prior to the death of Insured shall terminate any right of Insured or Insured’s beneficiary(ies) to receive any death proceeds of the Policy under this Agreement, and such termination shall be without any liability of any nature to the Bank. |
BANK: | |
The Park National Bank | |
By /s/ David L. Trautman | |
Its CEO | |
INSURED | |
/s/ Brady T. Burt | |
BRADY T. BURT |
A. | The amount of Insured’s death benefit will be determined annually by the Bank, and will be approximately two (2) times Insured’s highest annual total compensation during the last ten calendar years of Insured’s employment with the Bank (which, for purposes of the Agreement and this Exhibit B, is defined as the sum of the annual base salary and the annual cash bonus/incentive compensation paid to Insured during a calendar year of employment with the Bank). Insured’s annual total compensation for purposes of this calculation may be adjusted for extraordinary fluctuations caused by acceleration or deceleration in any year due to opportunities to maximize disposable income by Insured caused by changes in state, federal, and local tax laws or otherwise. Notwithstanding any other provision in this paragraph or the Agreement or elsewhere, in no event shall the amount payable to Insured exceed the Net at Risk Amount in the Policy as of the date of Insured’s death. |
B. | Payment of death benefit after Insured’s retirement (termination of employment with the Bank and its affiliates after attaining age 62) shall be subject to the following retirement conditions: |
1. | Except as provided in Section 16 of the Agreement, after retirement, Insured has not been employed by any financial services firm offering like or similar products as the Bank, except with written approval of the Bank. |
2. | Insured’s termination of employment from the Bank has not been for cause as determined by the Board of Directors of the Bank; if termination is determined to be for cause, a letter so stating shall be sent by certified mail to Insured within 90 days of termination of employment from the Bank. |
PARK: | |
The Park National Bank | |
By /s/ Brady T. Burt | |
Its CFO | |
EXECUTIVE | |
/s/ David L. Trautman | |
DAVID L. TRAUTMAN |
Year | Early Benefit |
XXXXX XX, 2023 to XXXXX XX, 2024 | $215,730 |
XXXXX XX, 2024 to XXXXX XX, 2025 | $228,420 |
XXXXX XX, 2025 to XXXXX XX, 2026 | $241,110 |
A. | Executive is a valued current employee of Park. |
B. | Park desires to retain Executive and to provide for the post-retirement needs of Executive in a responsible manner. |
PARK: | |
The Park National Bank | |
By /s/ David L. Trautman | |
Its CEO | |
EXECUTIVE | |
/s/ Brady T. Burt | |
BRADY T. BURT |
Year | Early Benefit |
XXXXX XX, 2034 to XXXXX XX, 2035 | $170,850 |
XXXXX XX, 2035 to XXXXX XX, 2036 | $180,900 |
XXXXX XX, 2036 to XXXXX XX, 2037 | $190,950 |
A. | Executive is a valued current employee of Park. |
B. | Park desires to retain Executive and to provide for the post-retirement needs of Executive in a responsible manner. |
PARK: | |
The Park National Bank | |
By /s/ Brady T. Burt | |
Its CFO | |
EXECUTIVE | |
/s/ C. Daniel DeLawder | |
C. DANIEL DeLAWDER |
Year | Early Benefit |
Effective date first listed on the Agreement to XXXXX XX, 2016 | $48,195 |
XXXXX XX, 2016 to XXXXX XX, 2017 | $51,030 |
XXXXX XX, 2017 to XXXXX XX, 2018 | $53,865 |
(a) | This Agreement shall terminate upon the first to occur of the following: |
(i) | the distribution of the death benefit proceeds in accordance with Section 6 above; or |
(ii) | except as set forth in Section 16 below, the termination of Insured’s employment for any reason (other than on account of the Insured’s death) prior to age 62; or |
(iii) | the Insured attaining age 84; and |
(b) | Insured acknowledges and agrees that the termination of this Agreement pursuant to subsections (a)(ii) and (a)(iii) above prior to the death of Insured shall terminate any right of Insured or Insured’s beneficiary(ies) to receive any death proceeds of the Policies under this Agreement, and such termination shall be without any liability of any nature to the Bank. |
BANK: | |
The Park National Bank | |
By /s/ Brady T. Burt | |
Its CFO | |
INSURED | |
/s/ David L. Trautman | |
DAVID L. TRAUTMAN |
Attained Age at Death | Year of Death | Reduced Death Benefit if retired after on or after age 62 or terminated within 12 months after a Change in Control |
Less than 62 | Before XXXXX XX, 2023 (only if terminated within 12 months after a Change in Control) | $4,313,000 |
Between 62-65 | XXXXX XX, 2023 to XXXXX XX, 2026 | $4,313,000 |
65 | XXXXX XX, 2026 to XXXXX XX, 2027 | $4,313,000 |
66 | XXXXX XX, 2027 to XXXXX XX, 2028 | $4,130,000 |
67 | XXXXX XX, 2028 to XXXXX XX, 2029 | $3,949,000 |
68 | XXXXX XX, 2029 to XXXXX XX, 2030 | $3,763,000 |
69 | XXXXX XX, 2030 to XXXXX XX, 2031 | $3,571,000 |
70 | XXXXX XX, 2031 to XXXXX XX, 2032 | $3,373,000 |
71 | XXXXX XX, 2032 to XXXXX XX, 2033 | $3,168,000 |
72 | XXXXX XX, 2033 to XXXXX XX, 2034 | $2,958,000 |
73 | XXXXX XX, 2034 to XXXXX XX, 2035 | $2,740,000 |
74 | XXXXX XX, 2035 to XXXXX XX, 2036 | $2,516,000 |
75 | XXXXX XX, 2036 to XXXXX XX, 2037 | $2,284,000 |
76 | XXXXX XX, 2037 to XXXXX XX, 2038 | $2,045,000 |
77 | XXXXX XX, 2038 to XXXXX XX, 2039 | $1,797,000 |
78 | XXXXX XX, 2039 to XXXXX XX, 2040 | $1,541,000 |
79 | XXXXX XX, 2040 to XXXXX XX, 2041 | $1,277,000 |
80 | XXXXX XX, 2041 to XXXXX XX, 2042 | $1,003,000 |
81 | XXXXX XX, 2042 to XXXXX XX, 2043 | $719,000 |
82 | XXXXX XX, 2043 to XXXXX XX, 2044 | $426,000 |
83 | XXXXX XX, 2044 to XXXXX XX, 2045 | $183,000 |
84 | XXXXX XX, 2045 and thereafter | $0 |
1. | Except as provided in Section 16 of the Agreement, after retirement, Insured has not been employed by any financial services firm offering like or similar products as the Bank, except with written approval of the Bank. |
2. | Insured’s termination of employment from the Bank has not been for cause as determined by the Board of Directors of the Bank; if termination is determined to be for cause, a letter so stating shall be sent by certified mail to Insured within 90 days of termination of employment from the Bank. |
(a) | This Agreement shall terminate upon the first to occur of the following: |
(i) | the distribution of the death benefit proceeds in accordance with Section 6 above; or |
(ii) | the Insured attaining age 84; and |
(b) | Insured acknowledges and agrees that the termination of this Agreement pursuant to subsection (a)(ii) above prior to the death of Insured shall terminate any right of Insured or Insured’s beneficiary(ies) to receive any death proceeds of the Policies under this Agreement, and such termination shall be without any liability of any nature to the Bank or Park. |
BANK: | |
The Park National Bank | |
By /s/ Brady T. Burt | |
Its CFO | |
PARK: | |
Park National Corporation | |
By /s/ Brady T. Burt | |
Its CFO | |
INSURED | |
/s/ C. Daniel DeLawder | |
C. DANIEL DeLAWDER |
Attained Age at Death | Year of Death | Reduced Death Benefit |
Less than 69 | Before XXXXX XX, 2019 | $3,516,044 |
70 | XXXXX XX, 2019 to XXXXX XX, 2020 | $3,302,294 |
71 | XXXXX XX, 2020 to XXXXX XX, 2021 | $3,194,953 |
72 | XXXXX XX, 2021 to XXXXX XX, 2022 | $3,077,456 |
73 | XXXXX XX, 2022 to XXXXX XX, 2023 | $2,938,900 |
74 | XXXXX XX, 2023 to XXXXX XX, 2024 | $2,776,547 |
75 | XXXXX XX, 2024 to XXXXX XX, 2025 | $2,597,873 |
76 | XXXXX XX, 2025 to XXXXX XX, 2026 | $2,391,195 |
77 | XXXXX XX, 2026 to XXXXX XX, 2027 | $2,154,740 |
78 | XXXXX XX, 2027 to XXXXX XX, 2028 | $1,898,327 |
79 | XXXXX XX, 2028 to XXXXX XX, 2029 | $1,608,982 |
80 | XXXXX XX, 2029 to XXXXX XX, 2030 | $1,340,740 |
81 | XXXXX XX, 2030 to XXXXX XX, 2031 | $1,048,414 |
82 | XXXXX XX, 2031 to XXXXX XX, 2032 | $718,491 |
83 | XXXXX XX, 2032 to XXXXX XX, 2033 | $347,240 |
84 or Older | XXXXX XX, 2033 to XXXXX XX, 2034 | $0 |
1. | Except as provided in Section 16 of the Agreement, after Insured’s termination of employment with the Bank and its affiliates, Insured has not been employed by any financial services firm offering like or similar products as the Bank, except with written approval of the Bank. |
2. | Insured’s termination of employment from the Bank has not been for cause as determined by the Board of Directors of the Bank; if termination is determined to be for cause, a letter so stating shall be sent by certified mail to Insured within 90 days of termination of employment from the Bank. |