AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT
Exhibit 10.2
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE
RETIREMENT BENEFITS AGREEMENT
SUPPLEMENTAL EXECUTIVE
RETIREMENT BENEFITS AGREEMENT
This Amended and Restated Supplemental Executive Retirement Benefits Agreement (this
“Agreement”) is made as of the 18th day of February, 2008, by and between Park National Corporation
(“Park”), and , an individual (“Executive”).
RECITALS
A. Executive is a valued current or former employee of one of Park’s affiliates.
B. Park desires to retain or reward Executive and to provide for the post-retirement needs of
its employees in a responsible manner.
C. Executive and Park previously entered into that certain Supplemental Executive Retirement
Plan Agreement effective December 27, 1996 (the “1996 Agreement”).
D. Executive and Park now desire to amend and restate the terms of the 1996 Agreement so
that, as amended and restated, the terms of this Agreement shall supersede the 1996 Agreement
between Executive and Park.
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 plan, 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.
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 Treasury Regulations applicable to Section 409A of
the Internal Revenue Code of 1986, as amended (“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 the Executive’s death, payable annually beginning on the Payment Commencement Date and on
the first business day of each anniversary of the Payment Commencement Date and thereafter until
the Executive’s death.
(b) Early Termination. If Executive voluntarily resigns from full-time employment
with Park and its affiliates for any reason before the Full Vesting Date, or Park or its
affiliates discharges Executive for any reason before the Full Vesting Date, then Executive shall
not be entitled to any supplemental retirement benefits provided for in this Agreement and this
Agreement shall be terminated by Park without any liability whatsoever.
(c) Disability. If Executive becomes Substantially Disabled (as hereinafter defined)
while employed by Park and its affiliates, then Park shall pay to Executive either the Full
Benefit (if Executive becomes Substantially Disabled on or after the Full Vesting Date) or the
Limited Benefit (if Executive becomes Substantially Disabled prior to the Full Vesting Date)
annually, until the Executive’s death, in accordance with subsection (a) above. If
the Limited Benefit applies, Park shall pay to Executive the Limited Benefit (as hereinafter
defined) until the Executive’s death, payable annually beginning on the Payment Commencement Date,
and on each anniversary of the Payment Commencement Date, and thereafter until the Executive’s
death. For the purposes of this Agreement, the “Limited Benefit” shall be the amount set forth on
Exhibit A corresponding to the calendar year in which Executive became Substantially Disabled. For
purposes of this Agreement, Executive shall be considered “Substantially Disabled” if Executive (i)
is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering Park’s
employees. The determination of whether Executive is “Substantially Disabled” under clause (i)
above shall be made by a licensed physician selected by Park or its affiliates.
(d) Discharge for Cause. Any other provision of this Agreement to the contrary
notwithstanding, and in addition to 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 and
its affiliates or the business reputation of Park and its affiliates, (iv) Executive’s dishonesty, fraud, malfeasance,
negligence or misconduct; (v) Executive’s failure to satisfactorily perform his duties, to follow the direction (consistent
with his duties) of the Chairman, 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 supplemental retirement benefits provided for in this Agreement and
this Agreement shall be terminated by Park without any liability whatsoever. To the extent that,
following Executive’s Payment Commencement Date or Substantial Disability, the Board of Directors
of Park determines that Cause existed 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, and this Agreement shall terminate.
(e) 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 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 may be 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 the 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 or such other person named
from time to time by notice to Executive.
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(iii) For claims procedure purposes, “Appeals Fiduciary” means an individual or
group of individuals appointed by the Claims Administrator to review appeals of
claims for benefits payable due to the Executive becoming Substantially Disabled
made pursuant to this section 4.
(b) Notice of Denial. If the Executive or a representative is denied a claim for
benefits under this Agreement, the Claims Administrator shall provide to the claimant written
notice of the denial within ninety (90) days or (forty-five (45) days with respect to a denial of
any claim for benefits due to the Executive becoming Substantially Disabled) 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 ninety (90) days or (thirty (30) days with respect to
a claim for benefits due to the Executive becoming Substantially Disabled) from the end of such
initial period. With respect to a claim for benefits due to the Executive becoming Substantially
Disabled, an additional extension of up to thirty (30) days beyond the initial 30-day extension
period may be required for processing the claim. In such event, written notice of the extension
shall be furnished to the claimant within the initial 30-day extension 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 the Executive or representative is denied a
claim for benefits under this Agreement, 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;
(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;
(v) in the case of a claim for benefits due to the Executive becoming
Substantially Disabled, if an internal rule, guideline, protocol or other similar
criterion is relied upon in making the adverse determination, either the specific
rule, guideline, protocol or other similar criterion; or a statement that such
rule, guideline, protocol or other similar criterion was relied upon in making the
decision and that a copy of such rule, guideline, protocol or other similar
criterion will be provided free of charge upon request; and
(vi) in the case of a claim for benefits due to the Executive becoming
Substantially Disabled, if a denial of the claim is based on a medical necessity or
experimental treatment or similar exclusion or limit, an explanation of the
scientific or clinical judgment for the denial, an explanation applying the terms
of this Agreement to the claimant’s medical circumstances or a statement that such
explanation will be provided free of charge upon request.
(d) Right to Review. After receiving written notice of the denial of a claim, a
claimant or his representative shall be entitled to:
(i) request a full and fair review of the denial of the claim by
written application to the Claims Administrator (or Appeals Fiduciary in the case of a
claim for benefits payable due to the Executive becoming Substantially Disabled);
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(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 or Appeals Fiduciary, as
applicable; 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.
(i) If a claimant wishes a review of the decision denying his claim
to benefits
under this Agreement, other than a claim described in paragraph (ii) of this section
4(e), Executive must submit the written application to the Claims Administrator
within sixty (60) days after receiving written notice of the denial.
(ii) If the claimant wishes a review of the decision denying his
claim to benefits
under this Agreement due to the Executive becoming Substantially Disabled,
Executive must submit the written application to the Appeals Fiduciary within one
hundred eighty (180) days after receiving written notice of the denial. With
respect to any such claim, in deciding an appeal of any denial based in whole or in
part on a medical judgment (including determinations with regard to whether a
particular treatment, drug, or other item is experimental, investigational, or not
medically necessary or appropriate), the Appeals Fiduciary shall:
(1) consult with a health care professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment; and
(2) identify the medical and vocational experts whose advice was
obtained on behalf of this Agreement in connection with the denial without
regard to whether the advice was relied upon in making the determination to
deny the claim.
Notwithstanding the foregoing, the health care professional consulted
pursuant to this section 4(e) shall be an individual who was not consulted
with respect to the initial denial of the claim that is the subject of the
appeal or a subordinate of such individual.
(f) Hearing. Upon receiving such written application for review, the Claims
Administrator or Appeals Fiduciary, as applicable, may schedule a hearing for purposes of
reviewing the claimant’s claim, which hearing shall take place not more than thirty (30) days from
the date on which the Claims Administrator or Appeals Fiduciary received such written application
for review.
(g) Notice of Hearing. At least ten (10) days prior to the scheduled hearing, the
claimant and his representative designated in writing by Executive, if any, shall receive written
notice of the date, time, and place of such scheduled hearing. The claimant or his representative,
if any, may request that the hearing be rescheduled, for his 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 counsel for purposes of the hearing.
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(i) Decision on Review. No later than sixty (60) days or (forty-five
(45) days with
respect to a claim for benefits due to the Executive becoming Substantially Disabled) following
the receipt of the written application for review, the Claims Administrator or the Appeals
Fiduciary, as applicable, shall submit its decision on the review in writing to the claimant
involved and to his representative, if any, unless the Claims Administrator or Appeals Fiduciary
determines that special circumstances (such as the need to hold a hearing) require an extension of
time, to a day no later than one hundred twenty (120) days or (ninety (90) days with respect to a
claim for benefits due to the Executive becoming Substantially Disabled) after the date of receipt
of the written application for review. If the Claims Administrator or Appeals Fiduciary determines
that the extension of time is required, the Claims Administrator or Appeals Fiduciary shall
furnish to the claimant written notice of the extension before the expiration of the initial sixty
(60) day (forty-five (45) days with respect to a claim for benefits due to the Executive becoming
Substantially Disabled) period. The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Claims Administrator or Appeals Fiduciary
expects to render its decision on review. In the case of a decision adverse to the claimant, the
Claims Administrator or Appeals Fiduciary 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;
(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;
(v) in the case of a claim for benefits due to the Executive becoming
Substantially Disabled, if an internal rule, guideline, protocol or other similar
criterion is relied upon in making the adverse determination, either the specific
rule, guideline, protocol or other similar criterion; or a statement that such
rule, guideline, protocol or other similar criterion was relied upon in making the
decision and that a copy of such rule, guideline, protocol or other similar
criterion will be provided free of charge upon request;
(vi) in the case of a claim for benefits due to the Executive becoming
Substantially Disabled, if a denial of the claim is based on a medical necessity or
experimental treatment or similar exclusion or limit, an explanation of the
scientific or clinical judgment for the denial, an explanation applying the terms
of this Agreement to the claimant’s medical circumstances or a statement that such
explanation will be provided free of charge upon request; and
(vii) in the case of a claim for benefits due to the Executive becoming
Substantially Disabled, a statement regarding the availability of other voluntary
alternative dispute resolution options.
(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 the Executive or any other party 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.
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(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 a life insurance policy 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 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 a life insurance
policy, mutual funds, disability policy, annuity, or other security, 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 a life insurance, disability or
annuity policy on the life of Executive, Executive shall assist Park, from time to time, promptly
upon the request of Park, in obtaining such insurance policy by supplying any information
necessary to obtain such policy 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, disability 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 the 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.
For purposes of this Agreement, the occurrence of a “Change in Control” shall mean the
occurrence of any of the following: (a) the execution 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 and the rules and regulations
promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities
of Park by any person, trust, entity or group. The term “person” means an individual other than the
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 the Executive breaches any surviving
restrictive covenants
concerning non-competition, non-solicitation of customers and/or non-solicitation of
employees under any employment
contract in existence immediately prior to the Executive’s separation from service with Park
and its affiliates (but only if
and to the extent such employment contract contains restrictive covenants that survive
separation from service); or (b) if
no such employment 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, the Executive (i)
directly or indirectly solicits
any customer of Park and its affiliates, with whom the 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 banking services to individual consumers and businesses; (ii)
directly or indirectly solicits,
recruits or induces any employee of Park and its affiliates to terminate his or her
employment relationship with Park
and/or its affiliates for the purpose of providing financial and banking services to
individual consumers and businesses on
behalf of the Executive or any third party; or (iii) on his own behalf or on behalf of any
third party in the business of
providing financial and banking services to individual consumers and businesses, engages in
or performs within a fifty-
mile radius of Park’s or its affiliate’s offices at which the Executive was primarily located
immediately prior to the
effective date of such separation from service services which are substantially similar to
those which the Executive
performed for Park and 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 the Executive that first occurs after
the effective date of a Change
in Control.
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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, or in connection with estate planning, are and shall
forever remain confidential until the death of Executive and Executive agrees that he/she shall
not reveal the terms and conditions contained in this Agreement at any time to any person or
entity, other than his/her financial and professional advisors unless required to do so by a court
of competent jurisdiction.
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.
(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) Construction. As used in this Agreement, the neuter gender shall include the
masculine and the feminine, the masculine and feminine genders shall be interchangeable among
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, 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.
(c) 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.
(d) 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.
(e) Binding Effect. This Agreement is binding upon the parties, their respective
successors, assigns, heirs and legal representatives. Without limiting the foregoing, 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 any
party without the prior written consent of each 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.
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(f) 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 or any other
person.
(g) 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;
nor shall Executive or any beneficiary 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.
(h) 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 all prior or contemporaneous negotiations, agreements and
understandings, whether oral or written, including, but not limited to, the 1996 Agreement, are
hereby superseded, merged and integrated into this Agreement.
(i) 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 the Executive, as applicable, at the address for such party set forth below or such
other address designated by notice.
| Park: | Park National Corporation | |||||
| ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ | ||||||
| Attn: Chief Executive Officer | ||||||
| Executive: | ||||||
(j) 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.
(k) Headings. Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
(l) 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 the Agreement, subject to the consent of
the Executive; provided, however, that Park reserves the right to amend the 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 the Agreement to the contrary, upon any termination of the 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 the Agreement’s termination in accordance
with Treasury Regulation § 1.409A-3(j)(4)(ix).
(m) 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 the Executive’s
request, as such fees and expenses are incurred; provided, however, that the 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 the Executive’s claim is without substantial
merit. The 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.
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Notwithstanding the foregoing, (1) fees and expenses shall be only be paid until the earlier of 15
years or Executive’s death; (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.]
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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: Park National Corporation |
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| By | ||||
| Its | ||||
| EXECUTIVE: |
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Exhibit A
“Full Vesting Date” =
“Payment Commencement Date” = The later of the first business day of the month of March following
the month in which the Executive attains age 62 or the first business day of the
month of March following the month in which the Executive separates from service with Park and all
of its affiliates. 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 six
month period.
“Full Benefit” =
Information about Disability Coverage
| Year | Limited Benefit | |||
January 1, 2008 to December 31, 2008
|
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January 1, 2009 to December 31, 2009
|
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January 1, 2010 to December 31, 2010
|
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January 1,
2011 to December 31, 2011
|
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January 1,
2012 to December 31, 2012
|
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