2015.06.19-8-K

0000805676-15-000066.txt : 20150619 0000805676-15-000066.hdr.sgml : 20150619 20150619161932 ACCESSION NUMBER: 0000805676-15-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20150615 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150619 DATE AS OF CHANGE: 20150619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK NATIONAL CORP /OH/ CENTRAL INDEX KEY: 0000805676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311179518 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13006 FILM NUMBER: 15942619 BUSINESS ADDRESS: STREET 1: 50 NORTH THIRD ST CITY: NEWARK STATE: OH ZIP: 43055 BUSINESS PHONE: 6143498451 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: NEWARK STATE: OH ZIP: 43058-3500 8-K 1 a20150619-8xk.htm 8-K 2015.06.19-8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



	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))

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) - (d)

Not applicable


(e)	Actions taken by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Park National Corporation (“Park”) on June 15, 2015:

Supplemental Executive Retirement Benefits Agreements for David L. Trautman, C. Daniel DeLawder

and Brady T. Burt

On June 15, 2015, the Compensation Committee approved Supplemental Executive Retirement Benefits Agreements (each, a “SERP Agreement” and collectively, the “SERP Agreements”) entered into on the same day by The Park National Bank, a national banking association and wholly-owned subsidiary of Park (“PNB”) with each of:


•	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

Each of Messrs. Trautman, DeLawder and Burt is sometimes referred to as an “NEO” or a “Named Executive Officer” and collectively, they are referred to as the “NEOs” or the “Named Executive Officers.” The following description of the SERP Agreements is qualified in its entirety by reference to the SERP Agreements which are included as Exhibit 10.1(a) [Mr. Trautman’s], Exhibit 10.1(b) [Mr. Burt’s] and Exhibit 10.1(c) [Mr. DeLawder’s] to this Current Report on Form 8-K and incorporated herein by this reference.

Each of the SERP Agreements represents an unfunded, non-qualified benefit arrangement designed to constitute a portion of the aggregate retirement benefits for the Named Executive Officer who is a party to the SERP Agreement. Under their respective SERP Agreements, Mr. Trautman and Mr. Burt will be entitled to receive an annual supplemental retirement benefit of $253,800 and $201,000, respectively (each of their “Full Benefit”), commencing on the first business day of the month of March following the later of (a) the date on which the Named Executive Officer separates from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, “Section 409A”)) with PNB and its affiliates and (b) the Named Executive Officer’s attainment of age 65 (each of their “Payment Commencement Date”) and on the first business day on or immediately after each anniversary of his Payment Commencement Date until the death of the Named Executive Officer. Under his SERP Agreement, Mr. DeLawder will be entitled to receive an annual supplemental retirement benefit of $56,700 (his “Full Benefit”) commencing on the first day of the month of March following the later of (a) the date on which Mr. DeLawder separates from service with PNB and its affiliates and (b) Mr. DeLawder’s attainment of age 69 (his “Payment Commencement Date”) and on the first business day on or immediately after each anniversary of his Payment Commencement Date until the death of Mr. DeLawder. In each case, if the Named Executive Officer is a “specified employee” (within the meaning of Section 409A), no payment made following the Named Executive Officer’s separation from service with PNB and its affiliates may be made until the first day of the seventh month following such separation from service. The amount paid on this later date will include the cumulative amount that could not be paid during the prior six-month period.

If either Mr. Trautman or Mr. Burt voluntarily resigns from full-time employment with PNB and its affiliates for any reason before attaining age 62, or PNB or any of its affiliates discharges either Mr. Trautman or Mr. Burt for any reason before he attains age 62, then the affected Named Executive Officer will not be entitled to any supplemental retirement benefits under his respective SERP Agreement and such SERP Agreement will be immediately terminated.

If (a) either Mr. Trautman or Mr. Burt experiences a separation from service with PNB and its affiliates after age 62 but before age 65 or (b) Mr. DeLawder experiences a separation from service with PNB and its affiliates after June 15, 2015 but before attaining age 69, the respective Named Executive Officer will receive, instead of his Full Benefit, an “Early Benefit” in a lesser amount which will be based on the year in which the Named Executive Officer separates from service. The Early Benefit will be paid in the same manner as described above with respect to a Full Benefit.

If a Change in Control (as defined in the SERP Agreements) occurs before any of the Named Executive Officers experiences a separation from service with PNB and its affiliates, the affected Named Executive Officer(s) will become 100% vested and thus entitled to his/their Full Benefit upon any subsequent separation from service, other than for Cause, prior to: (i) age 65, in the case of each of Mr. Trautman and Mr. Burt and (ii) age 69, in the case of Mr. DeLawder. The Full Benefit will be paid in the same manner as described above with the respect to the payment of a Full Benefit without the occurrence of a Change in Control.

If a Named Executive Officer experiences a separation from service with PNB and its affiliates as a result of or in connection with an action or circumstance which constitutes “cause” (as defined in the SERP Agreement) or if the Board of Directors of PNB determines, following a Named Executive Officer’s Payment Commencement Date, that cause existed to terminate the Named Executive Officer, the SERP Agreement will immediately terminate and the Named Executive Officer will forfeit any right to receive future payments and must return all payments previously made under the SERP Agreement within 30 days. In addition, a Named Executive Officer will forfeit the right to receive future payments under the SERP Agreement if he violates certain non-competition, non-solicitation of customers and non-solicitation of employee covenants set forth in the SERP Agreement during a period of 12 months following his separation from service with PNB and its affiliates.

Each SERP Agreement will terminate upon the death of the NEO who is party thereto.

Although PNB is under no obligation to set aside, earmark or otherwise segregate any funds with which to pay PNB’s obligations under the SERP Agreements, and the Named Executive Officers are and will remain unsecured general creditors of PNB, PNB has purchased life insurance policies with respect to each of the NEOs in order to fund PNB’s obligations under the SERP Agreements. PNB anticipates that the life insurance policies will also provide a life insurance benefit for each NEO if he should die before age 84, in the case of Mr. Trautman and Mr. DeLawder, or age 82, in the case of Mr. Burt. The amount of this life insurance benefit is intended to be equal to the present value of the stream of future benefits which would have been paid under the SERP Agreement to the NEO but had not been paid at the time of his death.

Amended and Restated Split-Dollar Agreements for David L. Trautman and C. Daniel DeLawder; New Split-Dollar Agreement for Mr. Burt

On June 15, 2015, the Compensation Committee approved Amended and Restated Split-Dollar Agreements (each, an “A&R Split-Dollar Agreement” and collectively, the “A&R Split-Dollar Agreements”) entered into on the same day by PNB with each of Mr. Trautman and Mr. DeLawder. Mr. Trautman’s A&R Split-Dollar Agreement superseded his prior Split-Dollar Agreement dated May 19, 2008. Mr. DeLawder’s A&R Split Dollar Agreement superseded his prior Endorsement Method Split Dollar Plan #2 Agreement dated December 27, 1996 and amended as of August 1, 2010. In addition, the Compensation Committee approved a new Split-Dollar Agreement (the “New Burt Agreement”) entered into on June 15, 2015 by PNB with Mr. Burt. The following description of the A&R Split-Dollar Agreements is qualified in its entirety by reference to the A&R Split-Dollar Agreements which are included as Exhibit 10.2(a) [Mr. Trautman’s] and Exhibit 10.2(b) [Mr. DeLawder’s] to this Current Report on Form 8-K and incorporated herein by this reference. The following description of the New Burt Agreement is qualified in its entirety by reference to the New Burt Agreement which is included as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by this reference.

Under the terms of each A&R Split-Dollar Agreement and the New Burt Agreement, PNB (and, in the case of Mr. DeLawder, PNB and Park) owns the life insurance policies (the “Policies”) to which the A&R Split-Dollar Agreement or the New Burt Agreement, as appropriate, relates and controls all rights of ownership with respect to the Policies. Each Named Executive Officer has the right to designate the beneficiary (beneficiaries) to whom a portion of the death proceeds payable under the Policies is to be paid in accordance with the A&R Split-Dollar Agreement or the New Burt Agreement, as apporpriate. Upon each Named Executive Officer’s death, his beneficiary (beneficiaries) will be entitled to an amount equal to the lesser of (a) the “Death Benefit” described in the A&R Split-Dollar Agreement or the New Burt Agreement, as appropriate, or (b) 100% of the difference between the total death proceeds payable under the Policies and the cash surrender value of the Policies at the time of the Named Executive Officer’s death (such difference being referred to as the “Net at Risk Amount”).

The Death Benefit under Mr. Trautman’s A&R Split-Dollar Agreement will be $4,313,000 if: (a) Mr. Trautman dies while a full‑time employee of PNB; (b) Mr. Trautman experiences a separation from service with PNB and its affiliates within 12 months after a “Change in Control” (as defined in the A&R Split-Dollar Agreement) even if that separation of service occurs before Mr. Trautman attains age 62; or (c) Mr. Trautman dies after he has retired following the attainment of age 62 and prior to attaining age 66. If Mr. Trautman dies after retiring and attaining age 66, the Death Benefit will be reduced each year and will be $0 if Mr. Trautman dies on or after attaining age 84. In no event will the amount payable to Mr. Trautman’s beneficiary (beneficiaries) exceed the Net at Risk Amount in each Policy as of the date of Mr. Trautman’s death.

The Death Benefit under the New Burt Agreement will be $2,353,000 if: (a) Mr. Burt dies while a full-time employee of PNB; (b) Mr. Burt experiences a separation from service with PNB and its affiliates within 12 months after a “Change in Control” (as defined in the New Burt Agreement) even if that separation of service occurs before Mr. Burt attains age 62; or (c) Mr. Burt dies after he has retired following the attainment of age 62 and prior to attaining age 66. If Mr. Burt dies after retiring and attaining age 66, the Death Benefit will be reduced each year and will be $0 if Mr. Burt dies on or after attaining age 82. In no event will the amount payable to Mr. Burt’s beneficiary (beneficiaries) exceed the Net at Risk Amount in the Policies as of the date of Mr. Burt’s death.

The Death Benefit under Mr. DeLawder’s A&R Split-Dollar Agreement will be $3,516,044 if: (a) Mr. DeLawder dies while a full‑time employee of PNB; or (b) Mr. DeLawder dies after he has terminated employment with PNB and its affiliates but before attaining age 70. If Mr. DeLawder dies after retiring and attaining age 70, the Death Benefit will be reduced each year

and will be $0 if Mr. DeLawder dies on or after attaining age 84. In no event will the amount payable to Mr. DeLawder’s beneficiary (beneficiaries) exceed the Net at Risk Amount in each Policy as of the date of Mr. DeLawder’s death.

In each case, payment of the Death Benefit after the Named Executive Officer’s termination of employment with PNB and its affiliates will be subject to the following conditions:


•	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

PNB (and, in the case of Mr. DeLawder, PNB and Park) will be entitled to any death proceeds payable under the Policies remaining after payment to the Named Executive Officer’s beneficiary (beneficiaries). PNB and the Named Executive Officer’s beneficiary (beneficiaries) will share in any interest due on the death proceeds of the Policies on a pro rata basis based on the amount of proceeds due each person divided by the total amount of proceeds, excluding any such interest.

Amended and Restated Split-Dollar Agreement for Mr. Burt

On June 15, 2015, the Compensation Committee approved an Amended and Restated Split-Dollar Agreement (the “A&R Burt Agreement”) entered into on that same day by PNB and Mr. Burt. The A&R Burt Agreement supersedes his prior Split-Dollar Agreement effective as of January 1, 2010. The following description of the A&R Burt Agreement is qualified in its entirety by reference to the A&R Burt Agreement which is included as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by this reference.

Under the terms of the A&R Burt Agreement, PNB owns the Policy to which the A&R Burt Agreement relates and controls all rights of ownership with respect to the Policy. Mr. Burt has the right to designate the beneficiary (beneficiaries) to whom a portion of the death proceeds payable under the Policy is to be paid in accordance with the A&R Burt Agreement. Upon Mr. Burt’s death, his beneficiary (beneficiaries) will be entitled to an amount equal to the lesser of (a) the “Death Benefit” described in the A&R Burt Agreement or (b) 100% of the difference between the total death proceeds payable under the Policy and the cash surrender value of the Policy at the time of Mr. Burt’s death (such difference being referred to as the “Net at Risk Amount”).

The Death Benefit under the A&R Burt Agreement will be determined annually by PNB, and will be approximately two times Mr. Burt’s highest annual total compensation (i.e., the sum of the annual base salary and the annual cash bonus/incentive compensation paid to Mr. Burt during a calendar year of employment with PNB) during the last ten calendar years of his employment with PNB. In no event will the amount payable to Mr. Burt’s beneficiary (beneficiaries) exceed the Net at Risk Amount in the Policy as of the date of Mr. Burt’s death.

Payment of the Death Benefit after Mr. Burt’s termination of employment with PNB and its affiliates will be subject to the following conditions:


•	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

PNB will be entitled to any death proceeds payable under the Policy remaining after payment to Mr. Burt’s beneficiary (beneficiaries). PNB and Mr. Burt’s beneficiary (beneficiaries) will share in any interest due on the death proceeds of the Policy on a pro rata basis based on the amount of proceeds due each person divided by the total amount of proceeds, excluding any such interest.

Item 9.01 - Financial Statements and Exhibits.

(a) - (c)

Not applicable

(d) Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No. Description


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

[Remainder of page intentionally left blank; signature on following page]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	PARK NATIONAL CORPORATION

Dated: June 19, 2015	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated June 19, 2015

Park National Corporation

Exhibit No. Description


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

EX-10.3 2 exhibit103.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

STATE OF OHIO

LICKING COUNTY

SPLIT-DOLLAR AGREEMENT

This SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 15^th day of June, 2015, by and between THE PARK NATIONAL BANK, a national banking association (the “Bank”), and BRADY T. BURT, an individual (“Insured”).

R E C I T A L S:

A. Insured is currently an employee and officer of the Bank and the Bank desires to retain Insured and induce Insured to provide valuable service to the Bank for a considerable period.

B. The Bank desires to provide Insured with certain death benefits under one or more life insurance policies purchased by the Bank on the life of Insured.

NOW, THEREFORE, the parties hereto, for and in consideration of ten dollars and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, do hereby agree as follows:

1.This Agreement pertains to the life insurance policies (the “Policies”) listed on Exhibit C, attached and made a part hereof.

2.Ownership of Policies. The Bank shall own all of the right, title and interest in the Policies and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of one or more of the Policies. In the event coverage under any of the Policies is increased, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

3.Designation of Beneficiary(ies). Insured may designate one or more beneficiaries (on the Beneficiary Designation Form attached hereto as Exhibit A) to receive a portion of the death proceeds of all of the Policies payable pursuant hereto upon the death of the Insured subject to any right, title or interest the Bank may have in such proceeds as provided herein. In the event Insured fails to designate a beneficiary, any benefits payable pursuant hereto shall be paid to the estate of Insured.

4.Maintenance of Policies. The Bank intends to maintain one or more life insurance policies for purposes of this Agreement. The Bank shall be responsible for making any required premium payments and to take all other actions within the Bank’s reasonable control in order to keep the Policies in full force and effect; provided, however, that the Bank may replace one or more of the Policies with a comparable policy or policies so long as Insured’s beneficiary(ies) will be entitled to receive an amount of death proceeds under Section 6 of this Agreement at least equal to those that the beneficiary(ies) would be entitled to if the original Policies were to remain in effect. If any such replacement is made, all references herein to the “Policies” shall thereafter be references to such replacement policy or policies. If the Policies contain any premium waiver provision, any such waived premiums shall be considered for the purposes of this Agreement as having been paid by the Bank. The Bank shall be under no obligation to set aside, earmark or otherwise segregate any funds with which to pay its obligations under this Agreement, including, but not limited to, payment of premiums with respect to the Policies.

5.Reporting Requirements. The Bank will report on an annual basis to Insured the economic benefit attributable to this Agreement on Internal Revenue Service Form W-2 or its equivalent so that Insured can properly include said amount in Insured’s taxable income. Under the Internal Revenue Code of 1986, as amended (the “Code”), Insured’s taxable value of the benefit under this Agreement is not availed the same income tax exclusion as is afforded to “group term life insurance”. Insured agrees to accurately report and pay all applicable taxes on such amounts of income reportable hereunder to Insured.

6.Proceeds of Policies. Subject to Section 8, upon the death of Insured, the death proceeds of the Policies shall be divided in the following manner:

(a)The Insured’s beneficiary(ies) designated in accordance with Section 3 shall be entitled to an amount equal to the lesser of (i) the Death Benefit (as defined in Exhibit B hereto) or (ii) one hundred percent (100%) of the difference between the total death proceeds payable under the Policies and the “Cash Surrender Value of the Policies” (as defined in Section 7 below); such difference in the total death proceeds and the Cash Surrender Value of the Policies is defined as the “Net at Risk Amount.”

(b)The Bank shall be entitled to any death proceeds payable under the Policies remaining after payment to the Insured’s beneficiary(ies) under Section 6(a) above.

(c)The Bank and Insured’s beneficiary(ies) shall share in any interest due on the death proceeds of the Policies on a pro rata basis based upon the amount of proceeds due each person divided by the total amount of proceeds, excluding any such interest.

7.Cash Surrender Value of the Policies. The “Cash Surrender Value of the Policies” shall be equal to the cash value of the Policies at the time of Insured’s death or upon surrender of the Policies, as applicable, less (i) any policy or premium loans or withdrawals or any other indebtedness secured by the Policies, and any unpaid interest thereon, previously incurred or made by the Bank, and (ii) any applicable surrender charges, as determined by the insurer under each of the Policies or the agent servicing the Policies.

8.Termination of Agreement.


(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.

9.Assignment. Insured shall not make any assignment of Insured’s rights, title or interest in or to the death proceeds of the Policies whatsoever without the prior written consent of the Bank (which may be withheld for any reason or no reason in its sole and absolute discretion) and acknowledgment by the insurer under each of the Policies.

10.Administration.

(a) This Agreement shall be administered by the Compensation Committee of the Board of Directors of Park National Corporation (the “Committee”).

(b) As the administrator, the Committee shall have the powers, duties and discretion to:

i. Construe and interpret the provisions of this Agreement;

ii. Adopt, amend or revoke rules and regulations for the administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement;

iii. Provide appropriate persons with such returns, reports, descriptions and statements as may be required by law, within the times prescribed by law and to make them available to Insured (or Insured’s beneficiary(ies)) when required by law;

iv. Take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

v. Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

vi. Appoint and retain such persons as may be necessary to carry out its duties as administrator.

(c) In its capacity as the administrator, the Committee shall also be responsible for the management, control and administration of the death proceeds from the Policies. The administrator may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the administrator has a claim which it believes may be covered under the Policies, it will contact the insurer under each of the Policies in order to complete a claim form and determine what other steps need to be taken. The insurer under the respective Policies will evaluate and make a decision as to payment. If the claim is eligible for payment under one or more of the Policies, a check will be issued to the Bank. If the insurer under one or more of the Policies determines that a claim is not eligible for payment under such Policy, the administrator may, in its sole discretion, contest such claim denial by contacting the applicable insurer in writing.

11.Claims Procedures.

(a)For purposes of these claims procedures, the Committee shall serve as the “Claims Administrator.”

(b)If the Insured or any beneficiary of the Insured should have a claim for benefits hereunder, he or she shall file such claim by notifying the Claims Administrator in writing. The Claims Administrator shall make all determinations as to the right of any person or persons to a benefit hereunder. Benefit claims shall be made by Insured, Insured’s beneficiary(ies) or a duly authorized representative thereof (the “claimant”).

If the claim is wholly or partially denied, the Claims Administrator shall provide written or electronic notice thereof to the claimant within a reasonable period of time, but not later than 90 days after receipt of the claim. An extension of time for processing the claim for benefits is allowable if special circumstances require an extension, but such an extension shall not extend beyond 180 days from the date the claim for benefits is received by the Claims Administrator. Written notice of any extension of time shall be delivered or mailed within 90 days after receipt of the claim and shall include an explanation of the special circumstances requiring the extension and the date by which the Claims Administrator expects to render the final decision.

Notice of an adverse benefit determination shall (i) specify the reason for the denial; (ii) reference the provisions of this Agreement on which the denial is based; (iii) describe the additional material or information, if any, necessary for the claimant to receive benefits and explain why such material or information is necessary; (iv) indicate the steps to be taken by the claimant if a review of the denial is desired, including the time limits applicable thereto; and (v) contain a statement of the claimant’s right to bring a civil action under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in the event of an adverse determination on review.

If notice of an adverse benefit determination is not furnished in accordance with the preceding provisions of this Section 11, the claim shall be deemed denied and the claimant shall be permitted to exercise the claimant’s right to review as set forth below.

the claimant may submit any written comments, documents, records, and other information relating to the claim, the claimant feels are appropriate. The claimant shall, upon request and free of charge, be provided reasonable access to, and copies of, all documents, records and other information “relevant” to the claimant’s claim for benefits. The Claims Administrator shall review the claim taking into account all comments, documents, records and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial benefit determination.

The Claims Administrator shall provide the claimant with written or electronic notification of the benefit determination upon review. In the event of an adverse benefit determination on review, the notice thereof shall (i) specify the reason or reasons for the adverse determination; (ii) reference the specific provisions of this Agreement on which the benefit determination is based; (iii) contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information “relevant” to the claimant’s claim for benefits; and (iv) inform the claimant of the right to bring a civil action under the provisions of ERISA.

For purposes hereof, documents, records and information shall be considered “relevant” to the claimant’s claim if they (i) were relied upon in making the benefit determination; (ii) were submitted, considered, or generated in the course of making the benefit determination, whether or not actually relied upon in making the determination; or (iii) demonstrate compliance with the administrative processes and safeguards of this claims procedure.

(d) After exhaustion of the claims procedure as provided herein, nothing shall prevent the claimant from pursuing any other legal or equitable remedy otherwise available, including the right to bring a civil action under Section 502(a) of ERISA, if applicable. Notwithstanding the foregoing, no legal action may be commenced or maintained against the Bank, the Committee, whether in its capacity as Claims Administrator or otherwise, or any member of the Committee more than one (1) year after the claimant has exhausted the administrative remedies set forth in this Section 11.

12.Confidentiality. In further consideration of the mutual promises contained herein, Insured agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, in connection with estate planning or in connection with filings with the Securities and Exchange Commission as required under Federal securities laws and regulations, are and shall forever remain confidential until the death of Insured, and Insured agrees that Insured shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than Insured’s financial and professional advisors unless required to do so by a court of competent jurisdiction or, in the opinion of Insured’s counsel, by other requirements of applicable laws and regulations identified in such opinion of counsel.

13.Other Agreements. The benefits provided for herein for Insured are supplemental life insurance benefits and shall not be deemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing or any other type of compensation of Insured in any manner whatsoever. No provision contained in this Agreement shall in any way affect, restrict or limit any employment agreement which may exist between the Bank and Insured, nor shall any provision or condition contained in this Agreement create specific rights of Insured or limit the right of the Bank to discharge Insured with or without cause. Except as otherwise provided herein, nothing contained in this Agreement shall affect the right of Insured to participate in or be covered by or under any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation, retirement or fringe benefit plan constituting any part of the Bank’s compensation structure whether now or hereinafter existing.

14.Withholding. Notwithstanding any of the provisions hereof, the Bank may withhold from any payment to be made hereunder such amount as it may be required to withhold under any applicable Federal, state or other law, and transmit such withheld amounts to the applicable taxing authority.

15.Miscellaneous Provisions.

(a)Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission of an executed counterpart.

(b)Survival. The provisions of Section 12 and this Section 15 of this Agreement shall survive the termination of this Agreement indefinitely, regardless of the cause of, or reason for, such termination.

(c)Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable between themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. The term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, limited liability companies, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

(d)Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, illegal, unenforceable or inconsistent with any present or future law, ruling, rule or regulation of any court, governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be rescinded or modified in accordance with such law, ruling, rule or regulation and the remainder of this Agreement or the application of such provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(e)Governing Law. This Agreement is made in the State of Ohio and shall be governed in all respects and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of law principles, except to the extent superseded by the Federal laws of the United States of America.

(f)Binding Effect. This Agreement is binding upon the parties, their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned by the Bank to any party to which the Bank assigns or transfers any of the Policies. This Agreement has been approved by the Bank’s Board of Directors and the Bank agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of the Bank.

(g)No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and Insured, Insured’s designated beneficiary(ies) or any other person.

(h)Assignment of Rights. None of the payments provided for by this Agreement shall be subject to seizure for payment of any debts or judgments against Insured or any beneficiary(ies) of Insured; nor shall Insured or any beneficiary(ies) of Insured have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided, however, that the undistributed portion of any benefit payable hereunder shall at all times be subject to set-off for debts owed by Insured to the Bank.

(i)Entire Agreement. This Agreement (together with its exhibits, which are incorporated herein by reference) constitutes the entire agreement of the parties with respect to the subject matter hereof and supercedes all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, relating to the subject matter hereof.

(j)Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, or by first class, certified or registered mail, postage prepaid, addressed to the Bank or Insured, as applicable, at the address for such party set forth below or such other address designated by notice.

Bank: THE PARK NATIONAL BANK

50 N. Third Street

Newark, Ohio 43058-3500

Attn: Chief Executive Officer

Insured: BRADY T. BURT

XXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(n)Purpose. The primary purpose of this Agreement is to provide certain death benefits to Insured as a member of a select group of management or highly compensated employees of the Bank.

(o)Compliance with Code Section 409A. Code Section 409A, as added by the American Jobs Creation Act of 2004 (AJCA), substantially revised the requirements applicable to certain deferred compensation arrangements. If Code Section 409A is found to be applicable, this Agreement is intended to comply, and to be operated and administered in all respects in compliance, with the requirements of Code Section 409A and all Internal Revenue Service rulings, Treasury Department regulations or other pronouncements or guidance implementing or interpreting its provisions.

16.Change in Control. If Insured experiences a separation from service from the Bank and its affiliates within 12 months after a Change in Control (as defined below), (a) Insured shall remain eligible for a death benefit under Section 6 even if that separation from service occurs prior to the date that the Insured attains age 62, and (b) the non-compete covenant in the retirement conditions of Exhibit B shall not apply after a Change in Control.

For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the occurrence of any of the following: (a) the consummation of an agreement for the sale of all, or a material portion, of the assets of the Bank; (b) the consummation of a merger or recapitalization of the Bank, or any merger or recapitalization whereby the Bank is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Bank’s parent Park National Corporation by any person or group. The term “person” means an individual other than Insured, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

[THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	BANK:

	The Park National Bank

	By /s/ David L. Trautman
	Its CEO

	INSURED

	/s/ Brady T. Burt
	BRADY T. BURT

EXHIBIT A

BENEFICIARY DESIGNATION FORM

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT

Pursuant to Section 3 of the Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”), I, BRADY T. BURT, hereby designate the beneficiary(ies) listed below to receive any benefits under the Agreement that may be due upon my death. This designation shall replace and revoke any prior designation of beneficiary(ies) made by me under the Agreement.

Full Name(s), Address(es) and Social Security Number(s) of Primary Beneficiary(ies)*:

XXXXXXXXXXXXXXXX

*If more than one beneficiary is named above, the beneficiaries will share equally in any benefits, unless I have otherwise provided above. Further, if I have named more than one beneficiary and one or more of the beneficiaries is deceased at the time of my death, any remaining beneficiary(ies) will share equally, unless I have provided otherwise above. If no primary beneficiary survives me, then the contingent beneficiary designated below will receive any benefits due upon my death. In the event I have no designated beneficiary upon my death, any benefits due will be paid to my estate. In the event that I am naming a beneficiary that is not an individual, I have provided pertinent information regarding the designation.

Full Name, Address and Social Security Number of Contingent Beneficiary:

XXXXXXXXXXXXXXXX

Date June 15th, 2015

/s/ Brady T. Burt

BRADY T. BURT

ACCEPTED: THE PARK NATIONAL BANK

Date June 15th, 2015

By /s/ David L. Trautman

Its CEO

A-1

EXHIBIT B

DEATH BENEFIT

BRADY T. BURT

Date on which Insured attains:

Age 62 XXXXX XX, 2034

Age 65 XXXXX XX, 2037

Age 82 XXXXX XX, 2054

Maximum Death Benefit - The “Death Benefit” shall equal $2,353,000 if Insured’s death occurs while Insured is in the full-time employment of the Bank.

Reduced Death Benefit - If the Insured’s death occurs after Insured’s retirement (for purposes of this Agreement, “retirement” shall mean the termination of Insured’s full-time employment with the Bank following attainment of age 62) or Insured’s separation form service in connection with a Change in Control under Section 16 of the Agreement, then the “Death Benefit” shall equal the amount listed on the schedule below, subject to the retirement conditions listed below the table:



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

Notwithstanding the above schedule, payment of the Death Benefit after Insured’s retirement (as defined above) 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.

3.Insured shall not be entitled to a Death Benefit after attaining age 82.

B-1

C-1

EXHIBIT C

ENDORSED POLICIES

BRADY T. BURT

The Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”) pertains to the life insurance policies (the “Policies”) listed on this Exhibit C, attached and made a part of the Agreement:

Insurer: MassMutual

Policy number: 39121388

Insurer: Ohio National

Policy number: c7136382

Insurer: Northwestern Mutual

Policy number: 21155836

C-1

EX-10.4 3 exhibit104.htm EXHIBIT 10.4 Exhibit 10.4

Exhibit 10.4

STATE OF OHIO

LICKING COUNTY

AMENDED AND RESTATED

SPLIT-DOLLAR AGREEMENT

This AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 15^th day of June, 2015, by and between THE PARK NATIONAL BANK, a national banking association (the “Bank”), and BRADY T. BURT, an individual (“Insured”).

R E C I T A L S:

A. Insured is currently an employee and officer of the Bank and the Bank desires to retain Insured and induce Insured to provide valuable service to the Bank for a considerable period.

B. The Bank desires to provide Insured with certain death benefits under a life insurance policy purchased by the Bank on the life of Insured.

C. This Agreement supersedes the prior Split-Dollar Agreement between the Bank and Insured, made and entered into effective as of January 1, 2010.

1.This Agreement pertains to the life insurance policy (the “Policy”) listed on Exhibit C, attached and made a part hereof.

2.Ownership of Policy. The Bank shall own all of the right, title and interest in the Policy and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of the Policy. In the event coverage under the Policy is increased, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

3.Designation of Beneficiary(ies). Insured may designate one or more beneficiaries (on the Beneficiary Designation Form attached hereto as Exhibit A) to receive a portion of the death proceeds of the Policy payable pursuant hereto upon the death of Insured subject to any right, title or interest the Bank may have in such proceeds as provided herein. In the event Insured fails to designate a beneficiary, any benefits payable pursuant hereto shall be paid to the estate of Insured.

4.Maintenance of Policy. The Bank intends to maintain a life insurance policy for purposes of this Agreement. The Bank shall be responsible for making any required premium payments and to take all other actions within the Bank’s reasonable control in order to keep the Policy in full force and effect; provided, however, that the Bank may replace the Policy with a comparable policy or policies so long as Insured’s beneficiary(ies) will be entitled to receive an amount of death proceeds under Section 6 of this Agreement at least equal to those that the beneficiary(ies) would be entitled to if the original Policy were to remain in effect. If any such replacement is made, all references herein to the “Policy” shall thereafter be references to such replacement policy or policies. If the Policy contains any premium waiver provision, any such waived premiums shall be considered for the purposes of this Agreement as having been paid by the Bank. The Bank shall be under no obligation to set aside, earmark or otherwise segregate any funds with which to pay its obligations under this Agreement, including, but not limited to, payment of premiums with respect to the Policy.

“Code”), Insured’s taxable value of the benefit under this Agreement is not availed the same income tax exclusion as is afforded to “group term life insurance”. Insured agrees to accurately report and pay all applicable taxes on such amounts of income reportable hereunder to Insured.

6.Policy Proceeds. Subject to Section 8, upon the death of Insured, the death proceeds of the Policy shall be divided in the following manner:

(a)Insured’s beneficiary(ies) designated in accordance with Section 3 shall be entitled to an amount equal to the lesser of (i) the Death Benefit (as defined in Exhibit B hereto) or (ii) one hundred percent (100%) of the difference between the total death proceeds payable under the Policy and the “Cash Surrender Value of the Policy” (as defined in Section 7 below); such difference in the total death proceeds and the Cash Surrender Value of the Policy is defined as the “Net at Risk Amount.”

(b)The Bank shall be entitled to any death proceeds payable under the Policy remaining after payment to Insured’s beneficiary(ies) under Section 6(a) above.

(c)The Bank and Insured’s beneficiary(ies) shall share in any interest due on the death proceeds of the Policy on a pro rata basis based upon the amount of proceeds due each person divided by the total amount of proceeds, excluding any such interest.

7.Cash Surrender Value of the Policy. The “Cash Surrender Value of the Policy” shall be equal to the cash value of the Policy at the time of Insured’s death or upon surrender of the Policy, as applicable, less (i) any policy or premium loans or withdrawals or any other indebtedness secured by the Policy, and any unpaid interest thereon, previously incurred or made by the Bank, and (ii) any applicable surrender charges, as determined by the insurer under the Policy or the agent servicing the Policy.

8.Termination of Agreement.


(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.

9.Assignment. Insured shall not make any assignment of Insured’s rights, title or interest in or to the death proceeds of the Policy whatsoever without the prior written consent of the Bank (which may be withheld for any reason or no reason in its sole and absolute discretion) and acknowledgment by the insurer under the Policy.

10.Administration.

(a) This Agreement shall be administered by the Compensation Committee of the Board of Directors of Park National Corporation (the “Committee”).

(b) As the administrator, the Committee shall have the powers, duties and discretion to:

i. Construe and interpret the provisions of this Agreement;

ii. Adopt, amend or revoke rules and regulations for the administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement;

iv. Take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

v. Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

vi. Appoint and retain such persons as may be necessary to carry out its duties as administrator.

(c) In its capacity as the administrator, the Committee shall also be responsible for the management, control and administration of the death proceeds from the Policy. The administrator may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the administrator has a claim which it believes may be covered under the Policy, it will contact the insurer under the Policy in order to complete a claim form and determine what other steps need to be taken. The insurer under the Policy will evaluate and make a decision as to payment. If the claim is eligible for payment under the Policy, a check will be issued to the Bank. If the insurer under the Policy determines that a claim is not eligible for payment under the Policy, the administrator may, in its sole discretion, contest such claim denial by contacting the insurer in writing.

11.Claims Procedures.

(a)For purposes of these claims procedures, the Committee shall serve as the “Claims Administrator.”

(b)If Insured or any beneficiary of Insured should have a claim for benefits hereunder, he or she shall file such claim by notifying the Claims Administrator in writing. The Claims Administrator shall make all determinations as to the right of any person or persons to a benefit hereunder. Benefit claims shall be made by Insured, Insured’s beneficiary(ies) or a duly authorized representative thereof (the “claimant”).

claimant feels are appropriate. The claimant shall, upon request and free of charge, be provided reasonable access to, and copies of, all documents, records and other information “relevant” to the claimant’s claim for benefits. The Claims Administrator shall review the claim taking into account all comments, documents, records and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial benefit determination.

12.Confidentiality. In further consideration of the mutual promises contained herein, Insured agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, in connection with estate planning or in connection with filings with the Securities and Exchange Commission as required under Federal securities laws and regulations, are and shall forever remain confidential until the death of Insured, and Insured agrees that he shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than his financial and professional advisors unless required to do so by a court of competent jurisdiction or, in the opinion of Insured’s counsel, by other requirements of applicable laws and regulations identified in such opinion of counsel.

15.Miscellaneous Provisions.

(f)Binding Effect. This Agreement is binding upon the parties, their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned by the Bank to any party to which the Bank assigns or transfers the Policy. This Agreement has been approved by the Bank’s Board of Directors and the Bank agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of the Bank.

Bank: THE PARK NATIONAL BANK

50 N. Third Street

Newark, Ohio 43058-3500

Attn: Chief Executive Officer

Insured: BRADY T. BURT

XXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(n)Purpose. The primary purpose of this Agreement is to provide certain death benefits to Insured as a member of a select group of management or highly compensated employees of the Bank.

16.Change in Control. If Insured experiences a separation from service from the Bank and its affiliates within 12 months after a Change in Control (as defined below), (a) Insured shall remain eligible for a death benefit under Section 6 even if that separation from service occurs prior to the date that Insured attains age 62, and (b) the non-compete covenant in the retirement conditions of Exhibit B shall not apply after a Change in Control.

[THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	BANK:

	The Park National Bank

	By /s/ David L. Trautman
	Its CEO

	INSURED

	/s/ Brady T. Burt
	BRADY T. BURT

EXHIBIT A

BENEFICIARY DESIGNATION FORM

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT

Pursuant to Section 3 of the Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”), I, BRADY T. BURT, hereby designate the beneficiary(ies) listed below to receive any benefits under the Agreement that may be due upon my death. This designation shall replace and revoke any prior designation of beneficiary(ies) made by me under the Agreement or any predecessor thereof.

Full Name(s), Address(es) and Social Security Number(s) of Primary Beneficiary(ies)*:

XXXXXXXXXXXX

Full Name, Address and Social Security Number of Contingent Beneficiary:

XXXXXXXXXXXX

Date June 15th, 2015

/s/ Brady T. Burt

BRADY T. BURT

ACCEPTED: THE PARK NATIONAL BANK

Date June 15th, 2015

By /s/ Matthew R. Miller

Its CAO

A-1

EXHIBIT B

DEATH BENEFIT

BRADY T. BURT

Date on which Insured attains:

Age 62 - XXXXX XX, 2034

Death Benefit - If Insured’s death occurs while Insured is in the full-time employment of the Bank, then the “Death Benefit” shall be the amount set forth in Paragraph A below. If Insured’s death occurs after Insured’s retirement (termination of employment with the Bank and its affiliates after attaining age 62), then the “Death Benefit” shall equal the amount set forth in Paragraph A below and be subject to the retirement conditions specified in Paragraph B below.

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.

B-1

EXHIBIT C

ENDORSED POLICY

BRADY T. BURT

The Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”) pertains to the life insurance policy (the “Policy”) listed on this Exhibit C, attached and made a part of the Agreement:

Insurer: The Guardian Life Insurance Company of America

Policy number: U021185

C-1

EX-10.1A 4 exhibit101a.htm EXHIBIT 10.1A Exhibit 10.1(a)

Exhibit 10.1(a)

SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFITS AGREEMENT

This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made as of the 15th day of June, 2015, by and between The Park National Bank, a national banking association (“Park”), and DAVID L. TRAUTMAN, an individual (“Executive”).

RECITALS

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.

AGREEMENT

NOW, THEREFORE, the parties hereto, for and in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, do agree as follows:

1.Supplemental Retirement Benefits. Park maintains an unfunded retirement account for Executive, the obligations under which shall be reflected on the general ledger of Park (the “Retirement Account”). The Retirement Account shall be an unsecured liability of Park to Executive, payable only as provided herein from the general funds of Park. The Retirement Account is not a deposit or insured by the FDIC and does not constitute a trust account or any other special obligation of Park and does not have priority of payment over any other general obligation of Park or any of its affiliates.

2.Payment of Benefits.

(a)Full Benefit. If Executive does not experience a separation from service with Park and its affiliates (within the meaning of the Treasury Regulations applicable to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (except for such breaks in service prescribed by law, such as the Family and Medical Leave Act) until the Full Vesting Date (as defined in Exhibit A hereto), then commencing upon the Payment Commencement Date (as defined in Exhibit A hereto), Park shall pay to Executive the Full Benefit (as defined in Exhibit A hereto) until Executive’s death, with such Full Benefit to be payable annually beginning on the Payment Commencement Date and on the first business day on or immediately after each anniversary of the Payment Commencement Date and thereafter until Executive’s death.

(b)Early Termination. If Executive voluntarily resigns from full-time employment with Park and its affiliates for any reason before the Early Vesting Date (as defined in Exhibit A hereto), or Park or any of its affiliates discharges Executive for any reason before the Early Vesting Date, then Executive shall not be entitled to any of the supplemental retirement benefits provided for in this Agreement and this Agreement shall be terminated immediately without any liability to Park or any of its affiliates whatsoever. If Executive does not experience a separation from service with Park and its affiliates until the Early Vesting Date, then commencing upon the Payment Commencement Date, Park shall pay to Executive the Early Benefit (as defined in Exhibit A hereto) until Executive’s death, with such Early Benefit to be payable annually beginning on the Payment Commencement Date and on the first business day on or immediately after each anniversary of the Payment Commencement Date and thereafter until Executive’s death. For the purposes of this Agreement, the “Early Benefit” shall be the amount set forth on Exhibit A corresponding to the year in which Executive separates from service prior to the Full Vesting Date.

(c)Discharge for Cause. Any other provision of this Agreement to the contrary notwithstanding, and in addition to the consequences contemplated by Section 7, if Executive experiences a separation from service with Park and its affiliates as a result of, or in connection with: (i) Executive’s insubordination; (ii) Executive’s breach of this Agreement; (iii) any act or omission by Executive which is, or is likely to be, injurious to Park or any of its

affiliates or the business reputation of Park or any of its affiliates; (iv) Executive’s dishonesty, fraud, malfeasance, negligence or misconduct; (v) Executive’s failure to satisfactorily perform Executive’s duties, to follow the direction (consistent with Executive’s duties) of the Chairman of the Board or the Board of Directors of Park or any other individual to whom Executive reports, or to follow the policies, procedures, and rules of Park and its affiliates; or (vi) Executive’s conviction of, or Executive’s entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude (any of the foregoing referred to herein as “Cause”), then Executive shall not be entitled to any of the supplemental retirement benefits provided for in this Agreement and this Agreement shall be immediately terminated without any liability to Park or any of its affiliates whatsoever. To the extent that, following Executive’s Payment Commencement Date, the Board of Directors of Park determines that Cause exists or existed, as appropriate, to terminate Executive, Executive shall forfeit any right to receive future supplemental retirement benefits provided for in this Agreement, shall return all payments previously made under this Agreement within 30 days after Executive’s receipt of a written demand by Park for such repayment and this Agreement shall immediately terminate.

(d)Death of Executive. Any provision of this Agreement to the contrary notwithstanding, this Agreement shall automatically terminate upon the death of Executive and neither Executive nor Executive’s estate nor any beneficiary(ies) of Executive shall be entitled to any benefits hereunder.

3.Intent of Parties. Park and Executive intend that this Agreement shall primarily provide supplemental retirement benefits to Executive as a member of a select group of management or highly compensated employees of Park for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

4.ERISA Provisions.

(a)The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of ERISA.

(i)The general corporate funds of Park are the basis of payment of benefits under this Agreement.

(ii)For claims procedure purposes, the “Claims Administrator” shall be the Compensation Committee of the Board of Directors of Park National Corporation or such other person named from time to time by notice to Executive.

(b)Notice of Denial. If Executive or a representative of Executive (the “claimant”) is denied a claim for benefits under this Agreement, the Claims Administrator shall provide to the claimant written notice of the denial within 90 days after the Claims Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of 90 days from the end of such initial period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Claims Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.

(c)Contents of Notice of Denial. If a claim for benefits under this Agreement is wholly or partially denied, the Claims Administrator shall provide to such claimant written notice of the denial which shall set forth:

(i)the specific reasons for the denial;

(ii)specific references to the pertinent provisions of this Agreement on which the denial is based;

(iii)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)an explanation of this Agreement’s claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

(d)Right to Review. After receiving written notice of the denial of a claim, a claimant shall be entitled to:

(i)request a full and fair review of the denial of the claim by written application to the Claims Administrator;

(ii)request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(iii)submit written comments, documents, records, and other information relating to the denied claim to the Claims Administrator; and

(iv)a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(e)Application for Review. If a claimant wishes a review of the decision denying the claimant’s claim to benefits under this Agreement, the claimant must submit the written application to the Claims Administrator within 60 days after receiving written notice of the denial.

(f)Hearing. Upon receiving such written application for review, the Claims Administrator may sched-ule a hearing for purposes of reviewing the claimant’s claim, which hearing shall take place not more than 30 days from the date on which the Claims Administrator received such written application for review.

(g)Notice of Hearing. At least 10 days prior to the scheduled hearing, the claimant shall receive written notice of the date, time, and place of such scheduled hearing. The claimant may request that the hearing be rescheduled, for the claimant’s convenience, on another reasonable date or at another reasonable time or place.

(h)Counsel. All claimants requesting a review of the decision denying their claim for benefits may employ one counsel for purposes of the hearing and may request that such counsel receive copies of any notices sent to claimant under this Section 4.

(i)Decision on Review. No later than 60 days following the receipt of the written application for review, the Claims Administrator shall submit its decision on the review in writing to the claimant unless the Claims Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than 120 days after the date of receipt of the written application for review. If the Claims Administrator determines that the extension of time is required, the Claims Administrator shall furnish to the claimant written notice of the extension before the expiration of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render its decision on review. In the case of a decision adverse to the claimant, the Claims Administrator shall provide to the claimant written notice of the denial which shall include:

(i)the specific reasons for the decision;

(ii)specific references to the pertinent provisions of this Agreement on which the decision is based;

(iii)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv)an explanation of this Agreement’s claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following the denial of the claim upon review.

(j)The Claims Administrator has the discretionary authority to determine all interpretative issues arising under this Agreement and the interpretations of the Claims Administrator shall be final and binding upon Executive or any other person claiming benefits under this Agreement.

5.Funding by Park.

(a)Park shall be under no obligation to set aside, earmark or otherwise segregate any funds with which to pay its obligations under this Agreement. Executive shall be and remain an unsecured general creditor of Park with respect to Park’s obligations hereunder. Executive shall have no property interest in the Retirement Account or any other rights with respect thereto.

(b)Notwithstanding anything herein to the contrary, Park has no obligation whatsoever to purchase or maintain an actual life insurance policy with respect to Executive or otherwise. If Park determines in its sole discretion to purchase one or more life or annuity insurance policies referable to the life of Executive, neither Executive nor Executive’s beneficiary shall have any legal or equitable ownership interest in, or lien on, such policy(ies) or any other specific funding or any other investment or to any asset of Park. Park, in its sole discretion, may determine the exact nature and method of funding (if any) of the obligations under this Agreement. If Park elects to fund its obligations under this Agreement, in whole or in part, through the purchase of one or more life insurance policies, mutual funds, annuities, or other securities, Park reserves the right, in its sole discretion, to terminate such method of funding at any time, in whole or in part.

(c)If Park, in its sole discretion, elects to invest in one or more life insurance or annuity policies on the life of Executive, Executive shall assist Park, from time to time, promptly upon the request of Park, in obtaining such insurance policy(ies) by supplying any information necessary to obtain such policy(ies) as well as submitting to any physical examinations required therefor. Park shall be responsible for the payment of all premiums with respect to any whole life, variable, or universal life insurance or annuity policy purchased in connection with this Agreement unless otherwise expressly agreed.

6.Change in Control. If a Change in Control (as hereinafter defined) occurs before Executive experiences a separation from service with Park and its affiliates, then Executive shall become 100% vested and thus entitled to the Full Benefit upon any subsequent separation from service, other than for Cause, prior to the Full Vesting Date. In such case, the Full Benefit shall be payable to Executive beginning on the Payment Commencement Date and on the first business day on or immediately after each anniversary of the Payment Commencement Date until Executive’s death.

For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the occurrence of any of the following: (a) the consummation of an agreement for the sale of all, or a material portion, of the assets of Park; (b) the consummation of a merger or recapitalization of Park, or any merger or recapitalization whereby Park is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of Park or Park’s parent Park National Corporation by any person or group. The term “person” means an individual other than Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

immediately preceding such effective date, for the purpose of providing any goods or services relating to the business of providing financial and/or banking services to individual consumers and businesses; (ii) directly or indirectly solicits, recruits or induces any employee of Park or any of its affiliates to terminate his or her employment relationship with Park and/or its affiliate(s) for the purpose of providing financial and/or banking services to individual consumers and businesses on behalf of Executive or any third party; or (iii) on Executive’s own behalf or on behalf of any third party in the business of providing financial and/or banking services to individual consumers and businesses, engages in or performs within a fifty-mile radius of Park’s or any of its affiliates’ offices at which Executive was primarily located immediately prior to the effective date of such separation from service, services which are substantially similar to those which Executive performed for Park or any of its affiliates. Notwithstanding the foregoing, the forfeiture provisions of this Section 7 shall not be operative with respect to any conduct on the part of Executive that first occurs after the effective date of a Change in Control.

8.Employment of Executive; Other Agreements. The benefits provided herein for Executive are supplemental retirement benefits and shall not be deemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing or any other type of compensation of Executive in any manner whatsoever. No provision contained in this Agreement shall in any way affect, restrict or limit any existing employment agreement between Park and Executive, nor shall any provision or condition contained in this Agreement create specific employment rights of Executive or limit the right of Park to discharge Executive with or without cause. Except as otherwise provided therein, nothing contained in this Agreement shall affect the right of Executive to participate in or be covered by or under any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation, retirement or fringe benefit plan constituting any part of Park’s compensation structure whether now or hereinafter existing.

9.Confidentiality. In further consideration of the mutual promises contained herein, Executive agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, in connection with estate planning or in connection with filings with the Securities and Exchange Commission as required under Federal securities laws and regulations, are and shall forever remain confidential until the death of Executive and Executive agrees that Executive shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than Executive’s financial and professional advisors unless required to do so by a court of competent jurisdiction or, in the opinion of Executive’s counsel, by other requirements of applicable laws and regulations identified in such opinion of counsel.

10.Withholding. Park shall make all necessary arrangements to satisfy any withholding requirements that may arise under this Agreement. Executive agrees that the appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by Park, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts.

11.Miscellaneous Provisions.

(b)Survival. The provisions of Section 9 and this Section 11 of this Agreement shall survive the termination of this Agreement indefinitely, regardless of the cause of, or reason for, such termination.

(c)Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable between themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. Except with respect to Section 6, the term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, limited liability companies, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

this Agreement or the application of such provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(f)Binding Effect. This Agreement is binding upon the parties, their respective successors, assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon any successor of Park whether by merger or acquisition of all or substantially all of the assets or liabilities of Park. This Agreement may not be assigned by either party without the prior written consent of the other party hereto. This Agreement has been approved by the Board of Directors of Park and Park agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of Park.

(g)No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between Park and Executive, Executive’s designated beneficiary(ies) or any other person.

(h)Assignment of Rights. None of the payments provided for by this Agreement shall be subject to seizure for payment of any debts or judgments against Executive or any beneficiary(ies) of Executive; nor shall Executive or any beneficiary(ies) of Executive have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided, however, that the undistributed portion of any benefit payable hereunder shall at all times be subject to set-off for debts owed by Executive to Park.

(i)Entire Agreement. This Agreement (together with its exhibit, which is incorporated herein by reference) constitutes the entire agreement of the parties with respect to the subject matter hereof and all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, are hereby superseded, merged and integrated into this Agreement.

(j)Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, or by first class, certified or registered mail, postage prepaid, addressed to Park or Executive, as applicable, at the address for such party set forth below or such other address designated by notice.

Park: Park National Corporation

50 N Third Street

Newark, OH 43058-3500

Attn: Chairman of the Board

Executive: DAVID L. TRAUTMAN

XXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(m)Amendment. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties. No waiver of any provision contained in this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is asserted. Park or any successor thereto reserves the right by action of its Board of Directors or its delegatee at any time to modify or amend or terminate this Agreement, subject to the consent of Executive; provided, however, that Park reserves the right to amend this Agreement in any respect to comply with the provisions of Section 409A of the Code so as not to trigger any unintended tax consequences prior to the distribution of benefits provided herein. Notwithstanding anything contained in this Agreement to the contrary, upon any termination of this Agreement, all benefits shall be paid in due course in accordance with Section 2, unless Park elects to have all benefits

paid in a lump sum as soon as practicable after this Agreement’s termination in accordance with Treasury Regulation §1.409A-3(j)(4)(ix).

(n)Legal Expenses. From and after the occurrence of a Change in Control, Park shall pay all reasonable legal fees and expenses incurred by Executive seeking to obtain or enforce any right or benefit provided by this Agreement promptly from time to time, at Executive’s request, as such fees and expenses are incurred; provided, however, that Executive shall be required to reimburse Park for any such fees and expenses if a court, arbitrator or any other adjudicator agreed to by the parties determines that Executive’s claim is without substantial merit. Executive shall not be required to pay any legal fees or expenses incurred by Park in connection with any claim or controversy arising out of or relating to this Agreement, or any breach thereof. Notwithstanding the foregoing: (1) fees and expenses shall be only be paid to the extent incurred prior to Executive’s death or the 15^th anniversary of Executive’s termination of employment; (2) the fees and expenses eligible for payment during any taxable year of Executive may not affect the fees and expenses eligible for payment in any other taxable year; (3) payment must be made on or before the last day of Executive’s taxable year following the taxable year in which the fees and expenses were incurred; and (4) the right to payment for such fees and expenses is not subject to liquidation or exchange for another benefit.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	PARK:

	The Park National Bank

	By /s/ Brady T. Burt
	Its CFO

	EXECUTIVE

	/s/ David L. Trautman
	DAVID L. TRAUTMAN

Exhibit A

David L. Trautman

“Early Vesting Date” = XXXXX XX, 2023

“Full Vesting Date” = XXXXX XX, 2026

“Payment Commencement Date” = The first business day of the month of March following the later of (a) the date on which Executive separates from service with Park and all of its affiliates, and (b) the Executive’s attainment of age 65. Notwithstanding the foregoing, if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the associated Treasury Regulations promulgated thereunder), no payment made following Executive’s separation from service shall be made until the first day of the seventh month following the date of Executive’s separation from service. The amount paid on this date shall include the cumulative amount that could not be paid during such prior six-month period.

“Full Benefit” = $253,800

Information about Early Benefit



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-1

EX-10.1B 5 exhibit101b.htm EXHIBIT 10.1B Exhibit 10.1(b)

Exhibit 10.1(b)

SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFITS AGREEMENT

RECITALS


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.

AGREEMENT

2.Payment of Benefits.

or misconduct; (v) Executive’s failure to satisfactorily perform Executive’s duties, to follow the direction (consistent with Executive’s duties) of the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors of Park or any other individual to whom Executive reports, or to follow the policies, procedures, and rules of Park and its affiliates; or (vi) Executive’s conviction of, or Executive’s entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude (any of the foregoing referred to herein as “Cause”), then Executive shall not be entitled to any of the supplemental retirement benefits provided for in this Agreement and this Agreement shall be immediately terminated without any liability to Park or any of its affiliates whatsoever. To the extent that, following Executive’s Payment Commencement Date, the Board of Directors of Park determines that Cause exists or existed, as appropriate, to terminate Executive, Executive shall forfeit any right to receive future supplemental retirement benefits provided for in this Agreement, shall return all payments previously made under this Agreement within 30 days after Executive’s receipt of a written demand by Park for such repayment and this Agreement shall immediately terminate.

4.ERISA Provisions.

(a)The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of ERISA.

(i)The general corporate funds of Park are the basis of payment of benefits under this Agreement.

(i)the specific reasons for the denial;

(ii)specific references to the pertinent provisions of this Agreement on which the denial is based;

(iii)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d)Right to Review. After receiving written notice of the denial of a claim, a claimant shall be entitled to:

(i)request a full and fair review of the denial of the claim by written application to the Claims Administrator;

(ii)request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(iii)submit written comments, documents, records, and other information relating to the denied claim to the Claims Administrator; and

(i)the specific reasons for the decision;

(ii)specific references to the pertinent provisions of this Agreement on which the decision is based;

5.Funding by Park.

For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the occurrence of any of the following: (a) the consummation of an agreement for the sale of all, or a material portion, of the assets of Park; (b) the consummation of a merger or recapitalization of Park, or any merger or recapitalization whereby Park is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of Park or Park’s parent Park National Corporation by any person or group. The term “person” means an individual other than Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

11.Miscellaneous Provisions.

(c)Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable between themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. Except with respect to Section 6, the term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, limited liability companies, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

(g)No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between Park and Executive, Executive’s designated beneficiary(ies) or any other person.

(j)Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, or by first class, certified or registered mail, postage prepaid, addressed to Park or Executive, as applicable, at the address for such party set forth below or such other address designated by notice.

Park: Park National Corporation

50 N. Third Street

Newark, OH 43058-3500

Attn: Chief Executive Officer

Executive: Brady T. Burt

XXXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

paid in a lump sum as soon as practicable after this Agreement’s termination in accordance with Treasury Regulation §1.409A-3(j)(4)(ix).

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	PARK:

	The Park National Bank

	By /s/ David L. Trautman
	Its CEO

	EXECUTIVE

	/s/ Brady T. Burt
	BRADY T. BURT

Exhibit A

Brady T. Burt

“Early Vesting Date” = XXXXX XX, 2034

“Full Vesting Date” = XXXXX XX, 2037

“Payment Commencement Date” = The first business day of the month of March following the later of (a) the date on which Executive separates from service with Park and all of its affiliates, and (b) the Executive’s attainment of age 65 (XXXXX XX, 2037). Notwithstanding the foregoing, if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the associated Treasury Regulations promulgated thereunder), no payment made following Executive’s separation from service shall be made until the first day of the seventh month following the date of Executive’s separation from service. The amount paid on this date shall include the cumulative amount that could not be paid during such prior six-month period.

“Full Benefit” = $201,000

Information about Early Benefit



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-1

EX-10.1C 6 exhibit101c.htm EXHIBIT 10.1C Exhibit 10.1(c)

Exhibit 10.1(c)

SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFITS AGREEMENT

This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made as of the 15th day of June, 2015, by and between The Park National Bank, a national banking association (“Park”), and C. DANIEL DeLAWDER, an individual (“Executive”).

RECITALS


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.

AGREEMENT

2.Payment of Benefits.

affiliates or the business reputation of Park or any of its affiliates; (iv) Executive’s dishonesty, fraud, malfeasance, negligence or misconduct; (v) Executive’s failure to satisfactorily perform Executive’s duties, to follow the direction (consistent with Executive’s duties) of the Board of Directors of Park or any other individual to whom Executive reports, or to follow the policies, procedures, and rules of Park and its affiliates; or (vi) Executive’s conviction of, or Executive’s entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude (any of the foregoing referred to herein as “Cause”), then Executive shall not be entitled to any of the supplemental retirement benefits provided for in this Agreement and this Agreement shall be immediately terminated without any liability to Park or any of its affiliates whatsoever. To the extent that, following Executive’s Payment Commencement Date, the Board of Directors of Park determines that Cause exists or existed, as appropriate, to terminate Executive, Executive shall forfeit any right to receive future supplemental retirement benefits provided for in this Agreement, shall return all payments previously made under this Agreement within 30 days after Executive’s receipt of a written demand by Park for such repayment and this Agreement shall immediately terminate.

4.ERISA Provisions.

(a)The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of ERISA.

(i)The general corporate funds of Park are the basis of payment of benefits under this Agreement.

(i)the specific reasons for the denial;

(ii)specific references to the pertinent provisions of this Agreement on which the denial is based;

(iii)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d)Right to Review. After receiving written notice of the denial of a claim, a claimant shall be entitled to:

(i)request a full and fair review of the denial of the claim by written application to the Claims Administrator;

(ii)request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(iii)submit written comments, documents, records, and other information relating to the denied claim to the Claims Administrator; and

(i)the specific reasons for the decision;

(ii)specific references to the pertinent provisions of this Agreement on which the decision is based;

5.Funding by Park.

For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the occurrence of any of the following: (a) the consummation of an agreement for the sale of all, or a material portion, of the assets of Park; (b) the consummation of a merger or recapitalization of Park, or any merger or recapitalization whereby Park is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of Park or Park’s parent Park National Corporation by any person or group. The term “person” means an individual other than Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

7.Forfeiture of Benefits Due to Misconduct. Except as provided herein, the obligation of Park to commence or, if applicable, to continue payment of any benefits hereunder shall cease and all or any remaining payments, as the case may be, shall be forfeited (a) if Executive breaches any surviving restrictive covenants concerning non-competition, non-solicitation of customers and/or non-solicitation of employees under any employment or other contract in existence immediately prior to Executive’s separation from service with Park and its affiliates (but only if and to the extent such employment or other contract contains restrictive covenants that survive separation from service); or (b) if no such employment or other contract is in existence immediately prior to the effective date of such separation from service, if during the twelve-month period immediately following such effective date, Executive (i) directly or indirectly solicits any customer of Park or any of its affiliates, with whom Executive had material contact within the two-year period immediately preceding such effective date, for the purpose of providing any goods or services relating to the business of providing financial and/or banking services to individual consumers and businesses; (ii) directly or indirectly solicits, recruits or induces any employee of Park or any of its affiliates to terminate his or her employment relationship with Park and/or its affiliate(s) for the purpose of providing financial and/or banking services to individual consumers and businesses on

behalf of Executive or any third party; or (iii) on Executive’s own behalf or on behalf of any third party in the business of providing financial and/or banking services to individual consumers and businesses, engages in or performs within a fifty-mile radius of Park’s or any of its affiliates’ offices at which Executive was primarily located immediately prior to the effective date of such separation from service, services which are substantially similar to those which Executive performed for Park or any of its affiliates. Notwithstanding the foregoing, the forfeiture provisions of this Section 7 shall not be operative with respect to any conduct on the part of Executive that first occurs after the effective date of a Change in Control.

11.Miscellaneous Provisions.

(c)Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable between themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. Except with respect to Section 6, the term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, limited liability companies, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

(g)No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between Park and Executive, Executive’s designated beneficiary(ies) or any other person.

(j)Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, or by first class, certified or registered mail, postage prepaid, addressed to Park or Executive, as applicable, at the address for such party set forth below or such other address designated by notice.

Park: Park National Corporation

50 N Third Street

Newark, OH 43058-3500

Attn: Chief Executive Officer

Executive: C. Daniel DeLawder

XXXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	PARK:

	The Park National Bank

	By /s/ Brady T. Burt
	Its CFO

	EXECUTIVE

	/s/ C. Daniel DeLawder
	C. DANIEL DeLAWDER

Exhibit A

C. Daniel DeLawder

“Early Vesting Date” = The effective date first listed on the Supplemental Executive Retirement Benefits Agreement to which this Exhibit A is attached (the “Agreement”).

“Full Vesting Date” = XXXXX XX, 2018

“Payment Commencement Date” = The first business day of the month of March following the later of (a) the date on which Executive separates from service with Park and all of its affiliates, and (b) the Executive’s attainment of age 69 (XXXXX XX, 2018). Notwithstanding the foregoing, if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the associated Treasury Regulations promulgated thereunder), no payment made following Executive’s separation from service shall be made until the first day of the seventh month following the date of Executive’s separation from service. The amount paid on this date shall include the cumulative amount that could not be paid during such prior six-month period.

“Full Benefit” = $56,700

Information about Early Benefit



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-1

EX-10.2A 7 exhibit102a.htm EXHIBIT 10.2A Exhibit 10.2(a)

Exhibit 10.2(a)

STATE OF OHIO

LICKING COUNTY

AMENDED AND RESTATED

SPLIT-DOLLAR AGREEMENT

R E C I T A L S:

A. Insured is currently an employee and officer of the Bank and the Bank desires to retain Insured and induce Insured to provide valuable service to the Bank for a considerable period.

B. The Bank desires to provide Insured with certain death benefits under one or more life insurance policies purchased by the Bank on the life of Insured.

C. This Agreement supersedes the prior Split-Dollar Agreement between the Bank and Insured, dated May 19, 2008.

1.This Agreement pertains to the life insurance policies (the “Policies”) listed on Exhibit C, attached and made a part hereof.

2.Ownership of Policies. The Bank shall own all of the right, title and interest in the Policies and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of one or more of the Policies. In the event coverage under the Policies is increased, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

is afforded to “group term life insurance”. Insured agrees to accurately report and pay all applicable taxes on such amounts of income reportable hereunder to Insured.

6.Policy Proceeds. Subject to Section 8, upon the death of Insured, the death proceeds of the Policies shall be divided in the following manner:

(b)The Bank shall be entitled to any death proceeds payable under the Policies remaining after payment to the Insured’s beneficiary(ies) under Section 6(a) above.

7.Cash Surrender Value of the Policies. The “Cash Surrender Value of the Policies” shall be equal to the cash value of the Policies at the time of Insured’s death or upon surrender of the Policies, as applicable, less (i) any policy or premium loans or withdrawals or any other indebtedness secured by the Policies, and any unpaid interest thereon, previously incurred or made by the Bank, and (ii) any applicable surrender charges, as determined by the insurer(s) under the Policies or the agent(s) servicing the Policies.

8.Termination of Agreement.


(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.

10.Administration.

(a) This Agreement shall be administered by the Compensation Committee of the Board of Directors of Park National Corporation (the “Committee”).

(b) As the administrator, the Committee shall have the powers, duties and discretion to:

i. Construe and interpret the provisions of this Agreement;

ii. Adopt, amend or revoke rules and regulations for the administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement;

iv. Take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

v. Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

vi. Appoint and retain such persons as may be necessary to carry out its duties as administrator.

11.Claims Procedures.

(a)For purposes of these claims procedures, the Committee shall serve as the “Claims Administrator.”

(c) If a claim is denied and a review is desired, the claimant shall notify the Claims Administrator in writing within 60 days after receipt of written notice of a denial of a claim. In requesting a review, the claimant may submit any written comments, documents, records, and other information relating to the claim, the claimant feels are appropriate. The claimant shall, upon request and free of charge, be provided reasonable access to, and copies of, all documents, records and other information “relevant” to the claimant’s claim for benefits. The Claims Administrator shall review the claim taking into account all comments, documents, records and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial benefit determination.

12.Confidentiality. In further consideration of the mutual promises contained herein, Insured agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, in connection with estate planning or in connection with filings with the Securities and Exchange Commission as required under Federal securities laws and regulations, are and shall forever remain confidential until the death of Insured, and Insured agrees that he shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than his financial and professional advisors unless required to do so by a court of competent jurisdiction or, in the opinion of Insured’s counsel, by other requirements of applicable laws and regulations identified in such opinion of counsel.

15.Miscellaneous Provisions.

(a)Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and

the same instrument. This Agreement may be executed and delivered by facsimile transmission of an executed counterpart.

(f)Binding Effect. This Agreement is binding upon the parties, their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned by the Bank to any party to which the Bank assigns or transfers the Policies. This Agreement has been approved by the Bank’s Board of Directors and the Bank agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of the Bank.

Bank: THE PARK NATIONAL BANK

50 N Third Street

Newark, Ohio 43058-3500

Attn: Chief Financial Officer

Insured: DAVID L. TRAUTMAN

XXXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(n)Purpose. The primary purpose of this Agreement is to provide certain death benefits to Insured as a member of a select group of management or highly compensated employees of the Bank.

16.Change in Control. If Insured experiences a separation from service from the Bank and its affiliates within 12 months after a Change in Control (as defined below), (a) Insured shall remain eligible for a death benefit under Section 6 even if that separation from service occurs prior to the date that Insured attains age 62, and (b) the non-compete covenant in the retirement conditions of Exhibit B shall not apply after a Change in Control.

[THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	BANK:

	The Park National Bank

	By /s/ Brady T. Burt
	Its CFO

	INSURED

	/s/ David L. Trautman
	DAVID L. TRAUTMAN

EXHIBIT A

BENEFICIARY DESIGNATION FORM

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT

Pursuant to Section 3 of the Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”), I, DAVID L. TRAUTMAN, hereby designate the beneficiary(ies) listed below to receive any benefits under the Agreement that may be due upon my death. This designation shall replace and revoke any prior designation of beneficiary(ies) made by me under the Agreement or any predecessor thereof.

Full Name(s), Address(es) and Social Security Number(s) of Primary Beneficiary(ies)*:

XXXXXXXXXXXXXXXX

Full Name, Address and Social Security Number of Contingent Beneficiary:

XXXXXXXXXXXXXXXX

Date: June 15th, 2015

_/s/ David L. Trautman__________________________

DAVID L. TRAUTMAN

ACCEPTED: THE PARK NATIONAL BANK

Date: June 15th, 2015

By ___/s/ Brady T. Burt_____________________

Its ____CFO____________________________

A-1

EXHIBIT B

DEATH BENEFIT

DAVID L. TRAUTMAN

Date on which Insured attains:

Age 62 XXXXX XX, 2023

Age 65 XXXXX XX, 2026

Age 84 XXXXX XX, 2045

Maximum Death Benefit - The “Death Benefit” shall equal $4,313,000 if Insured’s death occurs while Insured is in the full-time employment of the Bank.

Reduced Death Benefit - If Insured’s death occurs after Insured’s retirement (for purposes of this Agreement, “retirement” shall mean the termination of Insured’s full-time employment with the Bank following attainment of age 62) or Insured’s separation from service in connection with a Change in Control under Section 16, then the “Death Benefit” shall equal the amount listed on the schedule below, subject to the retirement conditions listed below the table:



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

B-2

Notwithstanding the above schedule, payment of the Death Benefit after Insured’s retirement (as defined above) 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.

3.Insured shall not be entitled to a Death Benefit after attaining age 84.

B-2

EXHIBIT C

ENDORSED Policies

DAVID L. TRAUTMAN

The Amended and Restated Split‑Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”) pertains to the life insurance policies (the “Policies”) listed on this Exhibit C, attached and made a part of the Agreement:

Insurer: MassMutual

Policy number: 39121385

Insurer: Ohio National

Policy number: C7136389

Insurer: Northwestern Mutual

Policy number: 21155847

Insurer: The Guardian Life Insurance Company of America

C-1

EX-10.2B 8 exhibit102b.htm EXHIBIT 10.2B Exhibit 10.2(b)

Exhibit 10.2(b)

STATE OF OHIO

LICKING COUNTY

AMENDED AND RESTATED

SPLIT-DOLLAR AGREEMENT

R E C I T A L S:

A. Insured is currently an employee and officer of the Bank and the Bank desires to retain Insured and induce Insured to provide valuable service to the Bank for a considerable period.

B. The Bank desires to provide Insured with certain death benefits under one or more life insurance policies purchased by the Bank or Park (in its capacity as the parent of the Bank) on the life of Insured.

C. This Agreement supersedes the prior Endorsement Method Split Dollar Plan #2 Agreement between Park and the Bank (as a wholly-owned subsidiary of Park) and Insured, dated December 27, 1996, and amended as of August 1, 2010.

1.This Agreement pertains to the life insurance policies (the “Policies”) listed on Exhibit C, attached and made a part hereof.

2.Ownership of Policies. The Bank and Park shall own all of the right, title and interest in the Policies (with such ownership noted on Exhibit C) and shall control all rights of ownership with respect thereto. The Bank or Park, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of one or more of the Policies as to which it has rights of ownership. In the event coverage under any of the Policies is increased, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

3.Designation of Beneficiary(ies). Insured may designate one or more beneficiaries (on the Beneficiary Designation Form attached hereto as Exhibit A) to receive a portion of the death proceeds of all of the Policies payable pursuant hereto upon the death of the Insured subject to any right, title or interest the Bank or Park, as appropriate, may have in such proceeds as provided herein. In the event Insured fails to designate a beneficiary, any benefits payable pursuant hereto shall be paid to the estate of Insured.

4.Maintenance of Policies. The Bank and Park (in its capacity as the parent of the Bank) intend to maintain one or more life insurance policies for purposes of this Agreement. The Bank and Park shall be responsible for making any required premium payments and to take all other actions within their respective control in order to keep the respective Policies as to which they have rights of ownership in full force and effect; provided, however, that the Bank and/or Park may replace one or more of the Policies with a comparable policy or policies so long as Insured’s beneficiary(ies) will be entitled to receive an amount of death proceeds under Section 6 of this Agreement at least equal to those that the beneficiary(ies) would be entitled to if the original Policies were to remain in effect. If any such replacement is made, all references herein to the “Policies” shall thereafter be references to such replacement policy or policies. If the Policies contain any premium waiver provision, any such waived premiums shall be considered for the purposes of this Agreement as having been paid by the Bank or Park, as appropriate. Neither the Bank nor Park shall be under any obligation to set aside, earmark or otherwise segregate any funds with which to pay its respective obligations under this Agreement, including, but not limited to, payment of premiums with respect to the Policies.

6.Policy Proceeds. Subject to Section 8, upon the death of Insured, the death proceeds of the Policies shall be divided in the following manner:

(a)Insured’s beneficiary(ies) designated in accordance with Section 3 shall be entitled to an amount equal to the lesser of (i) the Death Benefit (as defined in Exhibit B hereto) or (ii) one hundred percent (100%) of the difference between the total death proceeds payable under the Policies and the “Cash Surrender Value of the Policies” (as defined in Section 7 below); such difference in the total death proceeds and the Cash Surrender Value of the Policies is defined as the “Net at Risk Amount.”

(b)The Bank and Park shall be entitled to any death proceeds payable under the respective Policies as to which they have rights of ownership, remaining after payment to Insured’s beneficiary(ies) under Section 6(a) above.

(c)The Bank, Park and Insured’s beneficiary(ies) shall share in any interest due on the death proceeds of the respective Policies on a pro rata basis based upon the amount of proceeds due each person divided by the total amount of proceeds, excluding any such interest.

7.Cash Surrender Value of the Policies. The “Cash Surrender Value of the Policies” shall be equal to the cash value of the Policies at the time of Insured’s death or upon surrender of the Policies, as applicable, less (i) any policy or premium loans or withdrawals or any other indebtedness secured by the Policies, and any unpaid interest thereon, previously incurred or made by the Bank and Park, respectively; and (ii) any applicable surrender charges, as determined by the insurer(s) under the Policies or the agent(s) servicing the Policies.

8.Termination of Agreement.


(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.

9.Assignment. Insured shall not make any assignment of Insured’s rights, title or interest in or to the death proceeds of the Policies whatsoever without the prior written consent of the Bank or Park, as appropriate, (which may be withheld for any reason or no reason in its sole and absolute discretion) and acknowledgment by the insurer(s) under the Policies.

10.Administration.

(a) This Agreement shall be administered by the Compensation Committee of the Board of Directors of Park (the “Committee”).

(b) As the administrator, the Committee shall have the powers, duties and discretion to:

i. Construe and interpret the provisions of this Agreement;

ii. Adopt, amend or revoke rules and regulations for the administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement;

iv. Take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

v. Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

vi. Appoint and retain such persons as may be necessary to carry out its duties as administrator.

(c) In its capacity as the administrator, the Committee shall also be responsible for the management, control and administration of the death proceeds from the Policies. The administrator may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the administrator has a claim which it believes may be covered under the Policies, it will contact the insurer under each of the Policies in order to complete a claim form and determine what other steps need to be taken. The insurer under the respective Policies will evaluate and make a decision as to payment. If the claim is eligible for payment under one or more of the Policies, a check will be issued to the Bank or Park, as appropriate. If the insurer under one or more of the Policies determines that a claim is not eligible for payment under such Policy, the administrator may, in its sole discretion, contest such claim denial by contacting the applicable insurer in writing.

11.Claims Procedures.

(a)For purposes of these claims procedures, the Committee shall serve as the “Claims Administrator.”

(d) After exhaustion of the claims procedure as provided herein, nothing shall prevent the claimant from pursuing any other legal or equitable remedy otherwise available, including the right to bring a civil action under Section 502(a) of ERISA, if applicable. Notwithstanding the foregoing, no legal action may be commenced or maintained against the Bank, Park, the Committee, whether in its capacity as Claims Administrator or otherwise, or any member of the Committee more than one (1) year after the claimant has exhausted the administrative remedies set forth in this Section 11.

12.Confidentiality. In further consideration of the mutual promises contained herein, Insured agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, in connection with estate planning or in connection with filings with the Securities and Exchange Commission as required under Federal securities laws and regulations, are and shall forever remain confidential until the death of Insured, and Insured agrees that he shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than his financial and professional advisors unless required to do so by a court of competent jurisdiction or, in the opinion of Insured’s counsel, by other requirements of applicable laws and regulations identified in such opinion of counsel.

14.Withholding. Notwithstanding any of the provisions hereof, the Bank and Park may withhold from any payment to be made hereunder such amount as they may be required to withhold under any applicable Federal, state or other law, and transmit such withheld amounts to the applicable taxing authority.

15.Miscellaneous Provisions.

(f)Binding Effect. This Agreement is binding upon the parties, their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned by the Bank or Park to any party to which the Bank or Park assigns or transfers the Policies as to which it has rights of ownership. This Agreement has been approved by the Bank’s Board of Directors and by Park’s Board of Directors and each of the Bank and Park agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of the Bank or Park, as appropriate.

(g)No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank or Park and Insured, Insured’s designated beneficiary(ies) or any other person.

Insured, as applicable, at the address for such party set forth below or such other address designated by notice.

Bank: THE PARK NATIONAL BANK

50 N. Third Street

Newark, Ohio 43058-3500

Attn: Chief Executive Officer

Park: PARK NATIONAL CORPORATION

50 N. Third Street

Newark, Ohio 43058-3500

Attn: Chief Executive Officer

Insured: C. DANIEL DeLAWDER

XXXXXXXXXX

(k)Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l)Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(m)Amendment. No amendments or additions to this Agreement shall be binding unless in writing and signed by each of the parties. No waiver of any provision contained in this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is asserted. Notwithstanding the foregoing, the Bank and Park may amend, modify or terminate this Agreement (and may do so retroactively) without the consent and/or approval of Insured or any beneficiary(ies) of the Insured if such amendment, modification or termination is necessary to ensure compliance with Code Section 409A or in order to avoid the application of any penalties that may be imposed upon Insured and any beneficiary(ies) of Insured pursuant to the provisions of Code Section 409A.

(n)Purpose. The primary purpose of this Agreement is to provide certain death benefits to Insured as a member of a select group of management or highly compensated employees of the Bank.

16.Change in Control. If Insured terminates employment from the Bank and its affiliates within 12 months after a Change in Control (as defined below), the non-compete covenant in the retirement conditions of Exhibit B shall not apply after a Change in Control.

For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the occurrence of any of the following: (a) the consummation of an agreement for the sale of all, or a material portion, of the assets of the Bank; (b) the consummation of a merger or recapitalization of the Bank, or any merger or recapitalization whereby the Bank is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or of Park by any person or group. The term “person” means an individual other than Insured, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this Agreement as of the day and year first above written.



	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

EXHIBIT A

BENEFICIARY DESIGNATION FORM

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT

Pursuant to Section 3 of the Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”), I, C. DANIEL DeLAWDER, hereby designate the beneficiary(ies) listed below to receive any benefits under the Agreement that may be due upon my death. This designation shall replace and revoke any prior designation of beneficiary(ies) made by me under the Agreement or any predecessor thereof.

Full Name(s), Address(es) and Social Security Number(s) of Primary Beneficiary(ies)*:

XXXXXXXXXXXXXXX

Full Name, Address and Social Security Number of Contingent Beneficiary:

XXXXXXXXXXXXXXX

Date: June 15th, 2015

/s/ C. Daniel DeLawder

C. DANIEL DeLAWDER

ACCEPTED: THE PARK NATIONAL BANK

Date: June 15th, 2015

By /s/ Brady T. Burt

Its CFO

ACCEPTED: PARK NATIONAL CORPORATION

Date: June 15th, 2015

By /s/ Brady T. Burt

Its CFO

A-1

EXHIBIT B

DEATH BENEFIT

C. DANIEL DeLAWDER

Date on which Insured attains:

Age 69 XXXXX XX, 2018

Age 84 XXXXX XX, 2033

Maximum Death Benefit - The “Death Benefit” shall equal $3,516,044 if Insured’s death occurs while Insured is in the full-time employment of the Bank.

Reduced Death Benefit - If Insured’s death occurs after Insured’s termination of employment with the Bank and its affiliates, then the “Death Benefit” shall equal the amount listed on the schedule below, subject to the retirement conditions listed below the table:



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

Notwithstanding the above schedule, payment of the Death Benefit after Insured’s termination of employment with the Bank and its affiliates shall be subject to the following retirement conditions:


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.

3.Insured shall not be entitled to a Death Benefit after attaining age 84.

B-1

EXHIBIT C

ENDORSED POLICIES

C. DANIEL DeLAWDER

The Amended and Restated Split-Dollar Agreement, made and entered into effective as of June 15th, 2015 (the “Agreement”), pertains to the life insurance policies (the “Policies”) listed on this Exhibit C, attached and made a part of theAgreement:

Insurer: MassMutual

Policy number: 0056321

Owner: Park National Corporation

Insurer: MassMutual

Policy number: 0054971

Owner: Park National Corporation

Insurer: MassMutual

Policy number: 0052594

Owner: Park National Corporation

Insurer: Ohio National

Policy number: C7131675

Owner: The Park National Bank

Insurer: Northwestern Mutual

Policy number: 18040829

Owner: The Park National Bank

C-1