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PARK NATIONAL CORPORATION
50 North Third Street
Post Office Box 3500
Newark, Ohio 43058-3500
(740) 349-8451
www.parknationalcorp.com
David L.
Trautman
President and Secretary
Park National Corporation
50 North Third Street
Newark, Ohio 43055
Park National
Corporation (the “Company”) is a participant in the
Capital Purchase Program (the “CPP”). The CPP is a
component program of the Troubled Assets Relief Program (the
“TARP”) established by the United States Department of
the Treasury (the “Treasury”) pursuant to the Emergency
Economic Stabilization Act of 2008 (the
“EESA”).
The EESA
required that the Company establish and comply with certain
standards for executive compensation applicable to its Senior
Executive Officers. As a Senior Executive Officer, you and the
Company entered into a letter agreement dated December 19,
2008 (the “Prior Agreement”) in order to comply with
these EESA standards.
The American
Recovery and Reinvestment Act of 2009 (the “ARRA”)
amended and replaced the executive compensation provisions of the
EESA in their entirety and directed the Secretary of the Treasury
to establish executive compensation and corporate governance
standards applicable to TARP Recipients, including the Company, and
makes these standards applicable to both Senior Executive Officers
and certain Most Highly-Compensated Employees. On June 15,
2009, the Secretary of the Treasury established these standards by
promulgating an Interim Final Rule under 31 C.F.R. Part 30
(the “Interim Final Rule”). The EESA executive
compensation standards, as amended and replaced by the ARRA, and
the Interim Final Rule are collectively referred to as the
“TARP Compensation Standards”.
Description of TARP Compensation
Standards
Among other
requirements, the executive compensation and corporate governance
standards comprising the TARP Compensation Standards:
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(1)
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Require the Company to comply with
the requirements of Internal Revenue Code Section 162(m)(5);
and
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(2)
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Prohibit the Company from making
any Golden Parachute Payment to its Senior Executive Officers or
any of the five next Most Highly-Compensated Employees;
and
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(3)
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Prohibit the Company from paying or
accruing any Bonus Payment to the five Most Highly-Compensated
Employees, except as permitted by the TARP Compensation Standards;
and
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(4)
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Require the Company to
“clawback” any Bonus Payment to its Senior Executive
Officers or any of the 20 next Most Highly-Compensated Employees if
payment was based on
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