Park National Corporation (NYSEMKT:PRK) Files An 8-K Termination of a Material Definitive Agreement

Park National Corporation (NYSEMKT:PRK) Files An 8-K Termination of a Material Definitive Agreement

Story continues below

Item 1.02 – Termination of a Material Definitive Agreement.

On April 24, 2017, Park National Corporation (“Park”) prepaid in
full the $30.0 million outstanding aggregate principal amount of
the 7% Subordinated Notes due April 20, 2022 (the “2012 Notes”),
plus accrued interest on the 2012 Notes in the aggregate amount of
$140,000. The 2012 Notes were originally issued on April 20, 2012
to 56 purchasers, all of whom were accredited investors. The 2012
Note paid interest at the rate of 7 percent per annum. April 21,
2017 was the earliest repayment date allowable under terms of the
Note Purchase Agreement, dated April 20, 2012, under which the 2012
Notes were originally issued. By their terms, the 2012 Notes could
be prepaid by Park without payment of any make-whole amount or any
similar payment or premium. While they were outstanding, the 2012
Notes were intended to qualify as Tier 2 Capital under applicable
rules and regulations of the Board of Governors of the Federal
Reserve System.
Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval of Park National Corporation 2017 Long-Term Incentive Plan
for Employees
At the 2017 Annual Meeting of Shareholders (the 2017 Annual
Meeting) of Park National Corporation (Park) held on April 24,
2017, the Park shareholders approved the Park National Corporation
2017 Long-Term Incentive Plan for Employees (the 2017 Employees
LTIP).
The 2017 Employees LTIP makes equity-based awards and cash-based
awards (collectively, 2017 Employees LTIP Awards) available for
grant to eligible participants in the form of:
Incentive stock options;
Nonqualified stock options (together with the incentive stock
options, the Options);
Stock appreciation rights (SARs);
Restricted common shares (Restricted Stock);
Restricted stock unit awards that may be settled in common
shares, cash or a combination of the two (Restricted Stock
Units);
Unrestricted common shares (Other Stock-Based Awards); and
cash-based awards.
A description of the material terms of the 2017 Employees LTIP was
included in Parks Proxy Statement for the 2017 Annual Meeting under
the caption APPROVAL OF PARK NATIONAL CORPORATION 2017 LONG-TERM
INCENTIVE PLAN FOR EMPLOYEES (Proposal 4), which description is
incorporated herein by reference. The following description of the
2017 Employees LTIP is qualified in its entirety by reference to
the actual provisions of the 2017 Employees LTIP, the full text of
which is included as Exhibit 10.1 to this Current Report on Form
8-K.
Administration of the 2017 Employees LTIP
The 2017 Employees LTIP will be administered by the Compensation
Committee of Parks Board of Directors (the Compensation Committee).
The Compensation Committee will determine the individuals to be
granted 2017 Employees LTIP Awards, the type(s) of 2017 Employees
LTIP Award(s) to be granted and the terms and conditions of each
2017 Employees LTIP Award.
Park or one of Parks subsidiaries will enter into a written award
agreement with each participant in the 2017 Employees LTIP that
describes the terms and conditions of each 2017 Employees LTIP
Award granted, including (a) the type of 2017 Employees LTIP Award
and when and how the 2017 Employees LTIP Award can be exercised or
earned, (b) any exercise price associated with the 2017 Employees
LTIP Award, (c) how the 2017 Employees LTIP Award will or may be
settled, and (d) any other applicable terms and conditions
affecting the 2017 Employees LTIP Award.
Subject to the provisions of the 2017 Employees LTIP governing the
termination of employment of a participant and the effect of a
defined change in control and except as provided in the related
award agreement with respect to a participants death, termination
due to disability and/or retirement, (i) no condition on the
vesting of a 2017 Employees LTIP Award that is based on the
achievement of specified performance goals may be based on
performance over a period of less than one year; and (ii) no
condition on the vesting of a 2017 Employees LTIP Award that is
based upon the continued employment of the participant or the
passage of time may provide for vesting in full of the 2017
Employees LTIP Award more quickly than three years from the date
the 2017 Employees LTIP Award is made provided that such vesting
may occur ratably over the three-year period.
Effective Date and Expiration of the 2017 Employees LTIP
The 2017 Employees LTIP became effective on April 24, 2017, the
date of approval by Parks shareholders. Unless earlier terminated
by Parks Board of Directors, the 2017 Employees LTIP will terminate
on the tenth anniversary of the effective date. No incentive stock
option may be granted after January 23, 2027, the tenth anniversary
of the date the Park Board of Directors adopted the 2017 Employees
LTIP.
Eligibility and Participation
The Compensation Committee may select any Employee to participate
in the 2017 Employees LTIP. These selections will be made in the
sole discretion of the Compensation Committee. For purposes of the
2017 Employees LTIP, an Employee means any person who is a common
law employee of Park or of any subsidiary of Park or of any
division of any Park subsidiary.
Common Shares Available Under the 2017 Employees LTIP
Subject to the adjustments discussed below, the aggregate number of
common shares with respect to which 2017 Employees LTIP Awards may
be granted under the 2017 Employees LTIP will be 750,000. The
common shares to be issued and delivered under the 2017 Employees
LTIP may consist of either common shares currently held or common
shares subsequently acquired by Park as treasury shares, including
common shares purchased in the open market or in private
transactions. No newly-issued common shares will be delivered under
the 2017 Employees LTIP.
The following common shares will not be counted against the common
share limit:
common shares covered by a 2017 Employees LTIP Award that
expires or is forfeited, canceled, surrendered or otherwise
terminated without the issuance of such common shares;
common shares covered by a 2017 Employees LTIP Award that, by
its terms, may be settled only in cash;
common shares granted through the assumption of, or in
substitution for, outstanding awards granted by another
entity to individuals who become Employees as the result of a
merger, consolidation, acquisition or other corporate
transaction involving such other entity and Park or any of
Parks subsidiaries; and
common shares from a 2017 Employees LTIP Award exercised for
or settled in vested and nonforfeitable common shares that
are later returned to Park to any compensation recoupment
policy, provision or agreement.
However, common shares surrendered upon exercise of a 2017
Employees LTIP Award as payment of the applicable exercise price or
withheld to satisfy any applicable taxes will not become available
for future grants of 2017 Employees LTIP Awards.
In addition to the overall common share maximum referenced above,
during any fiscal year of Park: (i) the aggregate number of common
shares which may be subject to all forms of 2017 Employees LTIP
Awards granted to all participants may not exceed 75,000 common
shares; and (ii) the number of common shares which may be subject
to all forms of 2017 Employees LTIP Awards granted to a single
Employee may not exceed 10,000 common shares. Unless and until the
Compensation Committee determines that a 2017 Employees LTIP Award
granted to a covered employee (a Section 162(m) Covered Employee)
within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the Internal Revenue Code), is not to be
designated as qualified performance-based compensation under
Section 162(m) of the Internal Revenue Code during any fiscal year
of Park, the Compensation Committee may not grant to any Section
162(m) Covered Employee performance-based awards that are to be
settled in cash in an aggregate amount equal to or more than
$1,000,000.
In the event of various changes in the capitalization of Park, the
Compensation Committee will make such substitutions and
adjustments, if any, as the Compensation Committee deems equitable
and appropriate to (a) the aggregate number of common shares with
respect to which 2017 Employees LTIP Awards may be granted, (b) any
common share-based limits imposed under the 2017 Employees LTIP,
and (c) the exercise price, number of common shares and other terms
or limitations applicable to outstanding 2017 Employees LTIP
Awards.
Types of Awards
Options.>>The Compensation Committee may grant Options, in
such number and upon such terms and conditions as the Compensation
Committee determines, to the extent that such terms and conditions
are consistent with the provisions of the 2017 Employees LTIP.
Options may be granted for terms of up to, but not exceeding, ten
years from the date of grant. The exercise price of each Option
must be at least equal to the fair market value of a Park common
share as determined on the date of grant.
Park may grant incentive stock options covering all 750,000 common
shares available for issuance under the 2017 Employees LTIP.
Incentive stock options will, however, be subject to the additional
restrictions and requirements of Section 422 of the Internal
Revenue Code.
Stock Appreciation Rights.>>A Stock Appreciation Right or SAR
represents the right of a participant to receive payment of an
amount equal to (a) the amount by which the fair market value of
one Park common share on the date of exercise of the SAR exceeds
the exercise price, multiplied by (b) the number of common shares
covered by the SAR. The Compensation Committee may grant SARs in
such number and upon such terms and conditions as the Compensation
Committee determines, to the extent that such terms and conditions
are consistent with the provisions of the 2017 Employees LTIP. SARs
may be granted for terms of up to, but not exceeding, ten years
from the date of grant. The exercise price for each SAR must be at
least equal to the fair market value of a Park common share as
determined on the date of grant. A SAR may be settled in full
common shares, cash or a combination of the two.
Restricted Stock. >Restricted Stock consists of common shares
that are issued to a participant but are subject to forfeiture
based upon satisfaction of certain terms, conditions and
restrictions. The Compensation Committee may grant shares of
Restricted Stock in such number and upon such terms and conditions
as the Compensation Committee determines, to the extent that such
terms and conditions are consistent with the provisions of the 2017
Employees LTIP.
The Compensation Committee may impose restrictions including, for
example: (a) a requirement that participants pay a purchase price
for each share of Restricted Stock; (b) restrictions based on the
achievement of specific performance goals; (c) time-based
restrictions; or (d) holding requirements or sale restrictions upon
vesting. During the period that the shares of Restricted Stock
remain subject to forfeiture, (i) Park may retain the certificates
representing the shares of Restricted Stock and (ii) a participant
may not sell or otherwise transfer the shares of Restricted Stock.
However, unless otherwise provided in the award agreement, a
participant will be entitled to exercise full voting rights and
receive all dividends paid with respect to the shares of Restricted
Stock (except that receipt of any such dividends will be subject to
the same terms, conditions and restrictions as apply to the shares
of Restricted Stock with respect to which they are paid).
Restricted Stock Units.>>The Compensation Committee may grant
Restricted Stock Units in such number and upon such terms and
conditions as the Compensation Committee determines, to the extent
that such terms and conditions are consistent with the provisions
of the 2017 Employees LTIP. The Compensation Committee may impose
restrictions including, for example: (a) restrictions based on the
achievement of specific performance goals; (b) time-base
restrictions; and (c) holding requirements or sale restrictions on
the underlying common shares upon vesting of such Restricted Stock
Units.
An award of Restricted Stock Units may provide the participant with
dividend equivalents. However, the participant will not be entitled
to any dividend equivalents with respect to any unearned award
subject to specified performance goals. Any dividend equivalents
provided with an award of Restricted Stock Units will be subject to
the same terms and conditions, including the applicable forfeiture
conditions, as the related Restricted Stock Units. A participant
will not have voting rights with respect to the common shares
underlying the Restricted Stock Units.
Other Stock-Based Awards. >The Compensation Committee may grant
Other Stock-Based Awards as unrestricted common shares in such
number and upon such terms and conditions as the Compensation
Committee determines, to the extent that such terms and conditions
are consistent with the provisions of the 2017 Employees LTIP. An
Other Stock-Based Award may provide the participant with dividend
equivalents. However, the participant will not be entitled to any
dividend equivalents with respect to any unearned Other Stock-Based
Award subject to specified performance goals. Any dividend
equivalents provided with an Other Stock-Based Award will be
subject to the same terms and conditions, including the applicable
forfeiture conditions, as the related Other Stock-Based Award. An
Other Stock-Based Award may be settled in full common shares.
Cash-Based Awards.>>The Compensation Committee may grant
cash-based awards in such amount and upon such terms and conditions
as the Compensation Committee determines, to the extent that such
terms and conditions are consistent with the provisions of the 2017
Employees LTIP. Each cash-based award will be evidenced by an award
agreement that specifies the payment amount or payment range, the
time and method of settlement and such other terms and conditions
as the Compensation Committee determines, including any
performance-based objectives.
Performance-Based Awards.>>The Compensation Committee may
grant Restricted Stock Awards, Restricted Stock Units and
cash-based awards in a manner that the compensation received by a
participant in respect of any such awards constitutes qualified
performance-based compensation that is deductible by Park under
Section 162(m) of the Internal Revenue Code (such awards are
referred to as Performance-Based Awards). Each Performance-Based
Award will be evidenced by an award agreement that specifies the
performance period during which performance will be measured and
the performance goals and performance criteria (the Performance
Criteria) upon which the grant, vesting, exercisability and/or
settlement of such Performance-Based Award will be based.
The Compensation Committee will establish objective performance
goals based on or derived from the attainment of specified levels
of one or more of the following Performance Criteria enumerated in
the 2017 Employees LTIP:
return on average assets;
net income;
earnings per share;
return on average equity or return on average common equity;
tangible common equity or return on tangible common equity;
economic value added;
efficiency ratio;
non-interest income growth;
total shareholder return;
productivity ratios;
interest income; and
pre-tax, pre-provision earnings.
As determined by the Compensation Committee, the selected
Performance Criteria may relate to an individual participant, to
Park, to Park and one or more of Parks subsidiaries or one or more
of their respective divisions or business units, or to any
combination of the foregoing. The selected Performance Criteria may
be applied on an absolute basis or be relative to one or more peer
group companies or indices, or any combination thereof.
To the extent consistent with Section 162(m) of the Internal
Revenue Code, if applicable, the Compensation Committee may
calculate performance goals without regard to unusual or
infrequently occurring items and may adjust, as the Compensation
Committee deems equitable, such performance goals in recognition of
unusual or infrequently occurring events affecting Park or Parks
subsidiaries or changes in applicable tax laws or accounting
principles. Under the 2017 Employees LTIP, the Compensation
Committee has the authority to exercise negative discretion and
reduce (but not increase) the amount of a Performance-Based Award
actually paid to a participant.
Termination of Employment
The Compensation Committee will determine the extent to which each
2017 Employees LTIP Award will vest and whether a participant will
have the right to exercise or settle the 2017 Employees LTIP Award
in connection with a participants termination of employment.
Generally, the Compensation Committee may only accelerate the
vesting conditions of a 2017 Employees LTIP Award upon the death,
termination of employment due to disability or retirement or
involuntary termination of employment without cause of a
participant. In no event will any Performance-Based Award granted
to a Section 162(m) Covered Employee, that is intended to
constitute qualified performance-based compensation under Section
162(m) of the Internal Revenue Code, be settled or become
exercisable in full upon the termination of employment of the
Section 162(m) Covered Employee without the related performance
goals being satisfied.
Change in Control
Except as otherwise provided in the related award agreement and
subject to the provisions of the immediately following paragraph,
the Compensation Committee may take any action it deems necessary
or desirable with respect to any outstanding 2017 Employees LTIP
Award as of the date of the consummation of a change in control,
including (i) the acceleration of the vesting, settlement or
exercisability of a 2017 Employees LTIP Award, (ii) the payment of
a cash amount in exchange for cancellation of a 2017 Employees LTIP
Award or (iii) the issuance of substitute awards that substantially
preserve the value, rights and benefits of any 2017 Employees LTIP
Award affected by the change in control. Any action relating to a
2017 Employees LTIP Award that is subject to Section 409A of the
Internal Revenue Code must be consistent with the requirements of
Section 409A.
Except as otherwise provided in the related award agreement, in the
event of a change in control, a participant will vest in all
unvested 2017 Employees LTIP Awards in full (and, if the 2017
Employees LTIP Award was granted subject to the attainment of
performance goals based on the Performance Criteria, as though the
performance goals were achieved at the level of achievement which
would have been achieved if the performance period had begun on the
date the performance period actually commenced as provided in the
related award agreement and ended on December 31 of the fiscal year
most recently completed prior to the change in control) (i) if the
participants employment is terminated for any reason other than for
cause (as defined in the 2017 Employees LTIP) within 12 months
following the change in control or (ii) if the 2017 Employees LTIP
Awards are cancelled and the participant is not granted substitute
awards that substantially preserve the value, rights and benefits
of any affected 2017 Employees LTIP Awards.
Amendment or Termination of the 2017 Employees LTIP
The Park Board of Directors may amend the 2017 Employees LTIP at
any time, except that no amendment or termination may be made
without the approval of Parks shareholders if (a) the amendment
materially increases the benefits accruing to participants under
the 2017 Employees LTIP, (b) the amendment materially increases the
total number of common shares that may be granted under the 2017
Employees LTIP, (c) the amendment materially modifies eligibility
requirements for participation in the 2017 Employees LTIP, or (d)
shareholder approval is required by any law, regulation or stock
exchange rule.
No Repricing without Shareholder Approval
Except in connection with a corporate transaction involving Park
(including any share dividend, share split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares), the terms
of outstanding 2017 Employees LTIP Awards may not be amended to
reduce the exercise price of outstanding Options or SARs or cancel
outstanding Options or SARs in exchange for cash, other 2017
Employees LTIP Awards or Options or SARs with an exercise price
that is less than the exercise price of the original Options or
SARs without shareholder approval.
Park National Corporation 2017 Long-Term Incentive Plan for
Non-Employee Directors
The Park National Corporation 2017 Long-Term Incentive Plan for
Non-Employee Directors (the 2017 Non-Employee Directors LTIP) was
approved by Parks shareholders at the 2017 Annual Meeting. The 2017
Non-Employee Directors LTIP makes equity-based awards and
cash-based awards available for grants to eligible participants in
the form of:
nonqualified stock options;
SARs;
Restricted Stock;
Restricted Stock Units;
Other Stock-Based Awards; and
cash-based awards.
Subject to the adjustments discussed in the 2017 Non-Employee
Directors LTIP, the aggregate number of common shares with respect
to which awards may be granted under the 2017 Non-Employee
Directors LTIP will be 150,000. The common shares to be issued and
delivered under the 2017 Non-Employee Directors LTIP may consist of
either common shares currently held or common shares subsequently
acquired by Park as treasury shares, including common shares
purchased in the open market or in private transactions. No
newly-issued common shares will be delivered under the 2017
Non-Employee Directors LTIP.
In addition to the overall common share maximum referenced above,
during any fiscal year of Park: (i) the aggregate number of common
shares which may be subject to all forms of awards granted under
the 2017 Non-Employee Directors LTIP may not exceed 15,000 common
shares; and (ii) the number of common shares which may be subject
to all forms of awards granted under the 2017 Non-Employee
Directors LTIP to a single Director (in any capacity) may not
exceed 1,000 common shares.
The Park Board of Directors may select any Director to participate
in the 2017 Non-Employee Directors LTIP. For purposes of the 2017
Non-Employee Directors LTIP, a Director includes any person who is
a member of the Park Board of Directors, a member of the board of
directors of a Park subsidiary or a member of the
affiliate/advisory board of a division of a Park subsidiary, in
each case who is not also an employee of Park or of any of Parks
subsidiaries.
A description of the material terms of the 2017 Non-Employee
Directors LTIP was included in Parks Proxy Statement for the 2017
Annual Meeting under the caption APPROVAL OF PARK NATIONAL
CORPORATION 2017 LONG-TERM INCENTIVE PLAN FOR NON-EMPLOYEE
DIRECTORS (Proposal 5), which description is incorporated herein by
reference. The full text of the 2017 Non-Employee Directors LTIP is
included as Exhibit 10.2 to this Current Report on Form 8-K.
No New Awards to be Granted under the Park National Corporation
2013 Long-Term Incentive Plan After the 2017 Annual Meeting
The 2017 Employees LTIP is intended to replace the provisions of
the Park National Corporation 2013 Long-Term Incentive Plan (the
2013 LTIP) applicable to employees. As a result of the approval of
the 2017 Employees LTIP by Parks shareholders at the 2017 Annual
Meeting, Park will not grant any awards under the 2013 LTIP after
the 2017 Annual Meeting to any employees of Park or of any
subsidiary of Park or of any division of any such subsidiary.
Awards made under the 2013 LTIP prior to the 2017 Annual Meeting
will remain in effect in accordance with their respective terms.
The 2017 Non-Employee Directors LTIP is intended to replace the
provisions of the 2013 LTIP applicable to non-employee directors of
Park and of Parks subsidiaries and non-employee affiliate/advisory
board members of divisions of Parks subsidiaries. As a result of
the approval of the 2017 Non-Employee Directors LTIP by Parks
shareholders, Park will not grant any awards under the 2013 LTIP
after the 2017 Annual Meeting to any non-employee directors or to
any non-employee affiliate/advisory board members. Awards made
under the 2013 LTIP prior to the 2017 Annual Meeting will remain in
effect in accordance with their respective terms.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
(a)
Park National Corporation (“Park”) held its 2017 Annual
Meeting of Shareholders (the “2017 Annual Meeting”) on
April 24, 2017. At the close of business on February 24,
2017, there were 15,290,709 common shares outstanding and
entitled to vote. At the 2017 Annual Meeting, 12,698,204, or
83.05%, of the outstanding Park common shares entitled to
vote were represented by proxy or in person.
(b)
(i) Directors elected at the 2017 Annual Meeting for a
three-year term to expire at the 2020 Annual Meeting of
Shareholders and the vote with respect to each such director
(there were no other nominees):
Number of Votes
For
Against
Broker Non-Votes
Abstentions
C. Daniel DeLawder
10,089,377
96,730
2,439,161
72,936
James R. DeRoberts
10,043,955
116,322
2,439,161
98,766
Alicia J. Hupp
10,099,789
61,484
2,439,161
97,770
Robert E. O’Neill
10,136,239
43,478
2,439,161
79,326
(ii) With respect to the vote to approve, on an advisory and
non-binding basis, the compensation of Park’s named executive
officers as disclosed in the proxy statement for the 2017 Annual
Meeting:
Number of Votes
For
Against
Broker Non-Votes
Abstentions
9,806,112
312,603
2,439,161
140,328
(iii) With respect to the vote to ratify the appointment of Crowe
Horwath LLP as Park’s independent registered public accounting
firm for the fiscal year ending December 31, 2017:
Number of Votes
For
Against
Broker Non-Votes
Abstentions
12,517,398
130,928
N/A
49,878
(iv) With respect to the vote to approve the Park National
Corporation 2017 Long-Term Incentive Plan for Employees:
Number of Votes
For
Against
Broker Non-Votes
Abstentions
10,036,026
137,478
2,439,161
85,539
(v) With respect to the vote to approve the Park National
Corporation 2017 Long-Term Incentive Plan for Non-Employee
Directors:
Number of Votes
For
Against
Broker Non-Votes
Abstentions
9,089,727
1,049,756
2,439,161
119,560
Item 8.01. Other Events.
On April 24, 2017, the Board of Directors of Park National
Corporation (Park) authorized the purchase, from time to time, of:
(a) up to an aggregate of 750,000 Park common shares to be held as
treasury shares for subsequent issuance and delivery under the Park
National Corporation 2017 Long-Term Incentive Plan for Employees
(the 2017 Employees LTIP Funding Repurchase Program) and (b) up to
an aggregate of 150,000 Park common shares to be held as treasury
shares for subsequent issuance and delivery under the Park National
Corporation 2017 Long-Term Incentive Plan for Non-Employee
Directors (the 2017 Non-Employee Directors LTIP Funding Repurchase
Program). Purchases may be made through NYSE MKT, in the
over-the-counter market or in privately-negotiated transactions, in
each case in compliance with the Ohio General Corporation Law,
applicable federal and state securities laws (including, without
limitation and as applicable, Rule 10b5, Rule 10b18 and Regulation
M, each promulgated under the Securities Exchange Act of 1934, as
amended), the rules applicable to issuers having securities listed
on NYSE MKT, and all other applicable laws; and subject to all
applicable limitations under the contractual obligations of Park or
any of Parks subsidiaries, each as in effect at the time of each
such purchase. Each purchase under the 2017 Employees LTIP Funding
Repurchase Program and each purchase under the 2017 Non-Employee
Directors LTIP Funding Repurchase Program will be made upon such
terms and conditions and at such time as any one or more of the
President and Chief Executive Officer, the Chief Financial Officer
and the Chief Accounting Officer of Park deems to be appropriate
and in the best interest of Park.
The 2017 Employees LTIP Funding Repurchase Program and the 2017
Non-Employee Directors LTIP Funding Repurchase Program are distinct
from the up to 500,000 common share repurchase authorization by
Parks Board of Directors announced by Park on January 23, 2017.
Item 9.01 – Financial Statements and Exhibits.
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits. The following exhibits are included with this
Current Report on Form 8-K:
Exhibit No. Description
10.1
Park National Corporation 2017 Long-Term Incentive Plan for
Employees
10.2
Park National Corporation 2017 Long-Term Incentive Plan for
Non-Employee Directors
[Remainder of this page intentionally left blank;
page follows.]


About Park National Corporation (NYSEMKT:PRK)

Park National Corporation (Park) is a financial holding company. Park’s principal business consists of owning and supervising its subsidiaries. Park’s banking operations are conducted through The Park National Bank (Park National Bank). Its segments include Park National Bank, Guardian Financial Services Company (Guardian Finance) and SE Property Holdings, LLC (SEPH). Park National Bank is a national banking association with its main office in Newark, Ohio and financial service offices in Ashland, Athens, Butler, Champaign, Clark, Clermont, Coshocton, Crawford, Darke, Hocking, Holmes, Knox, Licking, Madison, Marion, Mercer, Miami, Morrow, Muskingum, Perry, Richland, Tuscarawas, Warren and Wayne Counties in Ohio. Guardian Finance provides consumer finance services in the central Ohio area. SEPH has operations in Ohio, with the sole purpose of such operations being to sell other real estate owned and work out or sell problem loan situations with the respective borrowers.

Park National Corporation (NYSEMKT:PRK) Recent Trading Information

Park National Corporation (NYSEMKT:PRK) closed its last trading session up +1.50 at 109.82 with 24,074 shares trading hands.

An ad to help with our costs