Park National Corp /Oh/ Sample Contracts

BETWEEN
Agreement and Plan of Merger • November 12th, 1996 • Park National Corp /Oh/ • National commercial banks • Ohio
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DATED AS OF DECEMBER 17, 1999
Agreement and Plan of Merger • February 22nd, 2000 • Park National Corp /Oh/ • National commercial banks • Ohio
PARK NATIONAL CORPORATION Issuer And Trustee INDENTURE
Park National Corp /Oh/ • August 20th, 2020 • National commercial banks • New York
CONFIDENTIAL
Park National Corp /Oh/ • October 28th, 2009 • National commercial banks • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Park National Corporation (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of common shares, without par value (the “Common Shares”), of the Company, warrants to purchase Common Shares (the “Warrants”) and the Common Shares issuable upon exercise of the Warrants (together with the Common Shares and the Warrants, the “Securities”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and Rodman shall not, and nothing herein implies that Rodman would, have the power or authority to bind the Company or any Purchaser and the Company shall not, and nothing herein im

AMENDMENT NO. 1 BRANCH PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • March 19th, 1998 • Park National Corp /Oh/ • National commercial banks
EXHIBIT 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 5th, 2000 • Park National Corp /Oh/ • National commercial banks • Ohio
AND
Branch Purchase and Assumption Agreement • March 19th, 1998 • Park National Corp /Oh/ • National commercial banks • Ohio
WITNESSETH:
Stock Option Agreement • March 19th, 1999 • Park National Corp /Oh/ • National commercial banks • Ohio
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 28th, 2009 • Park National Corp /Oh/ • National commercial banks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2009, between Park National Corporation, an Ohio corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

PARK NATIONAL CORPORATION Issuer And Trustee FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 20th, 2020 • Park National Corp /Oh/ • National commercial banks

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 20, 2020, between PARK NATIONAL CORPORATION, a Ohio corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).

EMPLOYMENT AGREEMENT FOR J. DANIEL SIZEMORE
Employment Agreement • September 20th, 2006 • Park National Corp /Oh/ • National commercial banks • Ohio

This Agreement is entered into this 14th day of September, 2006, by and among Park National Corporation (hereinafter referred to as “Park”); Vision Bank, an Alabama banking corporation (the “Alabama Bank”); Vision Bank, a Florida banking corporation (the “Florida Bank”) (hereinafter the Alabama Bank and the Florida Bank shall be referred to collectively either as the “Employer” or the “Banks”) and J. Daniel Sizemore (hereinafter referred to as the “Executive”).

CREDIT AGREEMENT by and between PARK NATIONAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION Dated as of May 18, 2016
Credit Agreement • May 23rd, 2016 • Park National Corp /Oh/ • National commercial banks • Ohio

THIS CREDIT AGREEMENT dated as of May 18, 2016 (this “Agreement”) is by and between PARK NATIONAL CORPORATION, a corporation organized under the laws of the State of Ohio (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

CONFIDENTIAL
Park National Corp /Oh/ • December 8th, 2010 • National commercial banks • New York
SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT
Supplemental Executive • January 27th, 2020 • Park National Corp /Oh/ • National commercial banks • Ohio

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 Matthew R. Miller, an individual (“Executive”).

AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • May 7th, 2007 • Park National Corp /Oh/ • National commercial banks • Florida

THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of the Effective Date (defined below), between BAY COUNTY INVESTMENT GROUP, LLC, a Florida limited liability company (“Seller”), and VISION BANK, a Florida banking corporation (“Buyer”).

PARK NATIONAL CORPORATION Performance-Based Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 1st, 2023 • Park National Corp /Oh/ • National commercial banks

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of January 18, 2023 (the “Grant Date”) by and between Park National Corporation (the “Company”) and [Associate Name] (the “Participant” or “you”). Capitalized terms not defined in this Agreement have the meanings given to them in the Plan (as defined below).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR WILLIAM E. BLACKMON
Employment Agreement • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 6th day of February, 2007, by and among Park National Corporation, an Ohio corporation (“Park”); Vision Bank, an Alabama banking corporation (the “Employer” or the “Bank”); and William E. Blackmon (the “Executive”).

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • June 19th, 2015 • Park National Corp /Oh/ • National commercial banks • Ohio
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Performance-Based Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • December 5th, 2017 • Park National Corp /Oh/ • National commercial banks

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of _______________, 20__ (the “Grant Date”) by and between Park National Corporation (the “Company”) and ___________________________________ (the “Participant” or “you”). Capitalized terms not defined in this Agreement have the meanings given to them in the Plan (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2010 • Park National Corp /Oh/ • National commercial banks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2010, between Park National Corporation, an Ohio corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

CREDIT CARD ACCOUNT PURCHASE AGREEMENT
Credit Card Account Purchase Agreement • October 14th, 2008 • Park National Corp /Oh/ • National commercial banks • Minnesota

This Credit Card Account Purchase Agreement (“Agreement”) is made as of this 30th day of September 2008 (the “Effective Date”), by and between U.S. Bank National Association ND, d/b/a Elan Financial Services, a national bank with its main office located at 4325 17th Ave. SW, Fargo, North Dakota 58103 (“Purchaser”), and Park National Bank, a national bank, with its main office located at 50 North Third Street, Newark, OH 43055 (“Seller”).

Name and Positions Held With Park Subsidiary of Park and/or Principal Date of Split- which is Party to Subsidiaries of Park Dollar Agreement Split-Dollar Agreement ---------------------------------- ------------------ ---------------------- C. Daniel...
Park National Corp /Oh/ • March 11th, 2005 • National commercial banks

The following individuals entered into Split-Dollar Agreements with the subsidiaries of Park National Corporation ("Park") identified below which are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell, Chairman of the Executive Committee of the Board of Directors and a Director of each of Park and The Park National Bank ("Park National Bank") and Park National Bank filed as Exhibit 10(f) to Park's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772):

Maureen Buchwald The First-Knox National Bank of Mount Vernon May 22, 1998 ("First-Knox National Bank")
Park National Corp /Oh/ • January 29th, 2001 • National commercial banks
FIRST AMENDMENT TO THE VISION BANK SALARY CONTINUATION PLAN DATED JULY 14, 2004 FOR J. DANIEL SIZEMORE
Park National Corp /Oh/ • March 15th, 2007 • National commercial banks • Alabama

THIS AMENDMENT is adopted this 26th day of June, 2006, effective as of the first day of January, 2005, by and between Vision Bank a state-chartered commercial bank located in Gulf Shores, Alabama (the “Company”) and J. Daniel Sizemore (the “Executive”).

AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • February 18th, 2016 • Park National Corp /Oh/ • National commercial banks

This Amended and Restated Split-Dollar Agreement (this “Agreement”) is made and entered into effective as of the 15th day of June, 2015, by and between The Park National Bank, a national banking association (hereinafter, the “Bank”), and David L. Trautman, an individual (hereinafter, the “Employee”).

AGREEMENT AND PLAN OF MERGER dated to be effective as of September 14, 2006 by and between PARK NATIONAL CORPORATION and VISION BANCSHARES, INC.
Agreement and Plan of Merger • September 20th, 2006 • Park National Corp /Oh/ • National commercial banks • Ohio

This AGREEMENT AND PLAN OF MERGER, dated to be effective as of September 14, 2006, is made and entered into by and between Park National Corporation (“Park”), an Ohio corporation having its principal place of business in Newark, Ohio, and Vision Bancshares, Inc. (“Vision Bancshares”), an Alabama corporation having its principal place of business in Panama City, Florida.

PARK NATIONAL CORPORATION 50 North Third Street Post Office Box 3500 Newark, Ohio 43058-3500 (740) 349-8451 www.parknationalcorp.com
Retirement Benefits Agreement • December 23rd, 2008 • Park National Corp /Oh/ • National commercial banks

Park National Corporation (the “Company”) anticipates entering into a Letter Agreement and Securities Purchase Agreement — Standard Terms incorporated into the Letter Agreement, attached hereto as Exhibit A (collectively, the “Participation Agreement”), with the United States Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.

SECOND AMENDMENT TO THE VISION BANK SALARY CONTINUATION PLAN DATED JULY 14, 2004 FOR J. DANIEL SIZEMORE
Park National Corp /Oh/ • November 5th, 2007 • National commercial banks

This SECOND AMENDMENT is executed and effective this 1st day of June___, 2007, by and between Vision Bank, a state-chartered commercial bank located in Panama City, Florida (the “Company”), and J. Daniel Sizemore (the “Executive”) as follows:

Purchase and Assumption Agreement by and between Vision Bank and Park National Corporation ("SELLER" herein) and Centennial Bank and Home BancShares, Inc. ("BUYER" herein) Dated as of the 16th day of November, 2011
Purchase and Assumption Agreement • November 17th, 2011 • Park National Corp /Oh/ • National commercial banks • Florida

This Purchase and Assumption Agreement (this "Agreement" herein), made and entered into this 16th day of November, 2011, by and between Centennial Bank, an Arkansas state-chartered bank with its principal office at 620 Chestnut Street, Conway, Arkansas 72032, and together with its parent company Home BancShares, Inc. (collectively the "BUYER" herein) and Vision Bank, a Florida state-chartered bank with its principal office located at 2200 Stanford Road, Panama City, Florida 32405 (“VISION”), and Park National Corporation, an Ohio corporation and the parent company of VISION (“PARK”) (collectively the "SELLER" herein).

SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT
Supplemental Executive Retirement Benefits Agreement • February 19th, 2008 • Park National Corp /Oh/ • National commercial banks • Ohio
AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • January 27th, 2020 • Park National Corp /Oh/ • National commercial banks • Ohio
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