Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Compensatory arrangements entered into on January 27, 2020.
Supplemental Executive Retirement Benefits Agreement for Matthew R. Miller
On January 27, 2020, Matthew R. Miller ("Mr. Miller"), who serves as the
President of each of Park and PNB, and PNB entered into a Supplemental Executive
Retirement Benefits Agreement (the "2020 SERP Agreement") effective as of the
same day. The following description of the 2020 SERP Agreement is qualified in
its entirety by reference to the copy of the 2020 SERP Agreement which is
included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by this reference.
The SERP Agreement represents an unfunded, non-qualified benefit arrangement
designed to constitute a portion of the aggregate retirement benefits for Mr.
Miller. Under the 2020 SERP Agreement, Mr. Miller will be entitled to receive an
annual supplemental retirement benefit of $190,100 (his "Full Benefit"),
commencing on the first business day of the month of March following the later
of (a) the date on which Mr. Miller 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 all of its affiliates and (b) Mr. Miller's attainment of age 65 (his
"Payment Commencement Date") and on the first business day on or immediately
after each anniversary of his Payment Commencement Date until Mr. Miller's
death. If Mr. Miller is a "specified employee" (within the meaning of Section
409A), no payment made following Mr. Miller's separation from service with PNB
and all of its affiliates may be made until the first day of the seventh month
following the date of 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 Mr. Miller 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 Mr. Miller for any reason before he attains age 62, then
Mr. Miller will not be entitled to any supplemental retirement benefits provided
for in the 2020 SERP Agreement and the 2020 SERP Agreement will be immediately
terminated, without any liability to PNB or any of its affiliates.
If Mr. Miller experiences a separation from service with PNB and its affiliates
after age 62 but before age 65, Mr. Miller will receive, instead of his Full
Benefit, an "Early Benefit" in a lesser amount which will be based on the year
in which Mr. Miller 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 2020 SERP Agreement) occurs before Mr.
Miller experiences a separation from service with PNB and its affiliates, Mr.
Miller will become 100% vested and thus entitled to his Full Benefit upon any
subsequent separation from service, other than for "Cause" (as defined in the
2020 SERP Agreement), prior to age 65. 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 Mr. Miller 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 2020 SERP Agreement) or if the Board of Directors of
PNB determines, following Mr. Miller's Payment Commencement Date, that Cause
exists or existed, as appropriate, to terminate Mr. Miller, the 2020 SERP
Agreement will immediately terminate and Mr. Miller will forfeit any right to
receive future supplemental retirement benefits provided for in the 2020 SERP
Agreement and must return all payments previously made under the 2020 SERP
Agreement within 30 days after written demand therefor from PNB. In addition,
Mr. Miller will forfeit
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the right to receive future payments of benefits under the 2020 SERP Agreement
if he violates certain non-competition, non-solicitation of customers and
non-solicitation of employee covenants set forth in the 2020 SERP Agreement
during a period of 12 months following his separation from service with PNB and
its affiliates.
The 2020 SERP Agreement will terminate upon the death of Mr. Miller.
Although PNB is under no obligation to set aside, earmark or otherwise segregate
any funds with which to pay PNB's obligations under the 2020 SERP Agreement, and
Mr. Miller is and will remain an unsecured general creditor of PNB, PNB has
purchased life insurance policies with respect to Mr. Miller in order to fund
PNB's obligations under the 2020 SERP Agreement. PNB anticipates that the life
insurance policies will also provide a life insurance benefit for Mr. Miller if
he should die before age 82. The amount of this life insurance benefit is
intended to be equal to the present value of the stream of future supplemental
retirement benefits which would have been paid under the 2020 SERP Agreement to
Mr. Miller but had not been paid at the time of his death.
Amended and Restated Split-Dollar Agreements for Matthew R. Miller
2020 A&R Split-Dollar Agreement
On January 27, 2020, PNB and Mr. Miller entered into an Amended and Restated
Split-Dollar Agreement (the "2020 A&R Split-Dollar Agreement") effective as of
the same day. The 2020 A&R Split-Dollar Agreement superseded Mr. Miller's prior
Split-Dollar Agreement dated June 15, 2015. The following description of the
2020 A&R Split-Dollar Agreement is qualified in its entirety by reference to the
2020 A&R Split-Dollar Agreement which is included as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by this reference.
Under the terms of the 2020 A&R Split-Dollar Agreement, PNB owns the life
insurance policies (the "2020 A&R Split-Dollar Policies") to which the 2020 A&R
Split-Dollar Agreement relates and controls all rights of ownership with respect
to the 2020 A&R Split-Dollar Policies. Mr. Miller has the right to designate the
beneficiary (beneficiaries) to whom a portion of the death proceeds payable
under the 2020 A&R Split-Dollar Policies is to be paid in accordance with the
2020 A&R Split-Dollar Agreement. Upon Mr. Miller's death, his beneficiary
(beneficiaries) will be entitled to an amount equal to the lesser of (a) the
"Death Benefit" described in the 2020 A&R Split-Dollar Agreement or (b) 100% of
the difference between the total death proceeds payable under the 2020 A&R
Split-Dollar Policies and the defined "Cash Surrender Value" of the 2020 A&R
Split-Dollar Policies at the time of Mr. Miller's death (such difference being
defined as the "Net at Risk Amount").
The Death Benefit under Mr. Miller's 2020 A&R Split-Dollar Agreement will be
$3,653,000 if: (a) Mr. Miller dies while a full-time employee of PNB; (b) Mr.
Miller experiences a separation from service with PNB and its affiliates within
12 months after a "Change in Control" (as defined in the 2020 A&R Split-Dollar
Agreement) even if that separation of service occurs before Mr. Miller attains
age 62; or (c) Mr. Miller dies after he has retired following the attainment of
age 62 and prior to attaining age 66. If Mr. Miller dies after retiring and
attaining age 66, the Death Benefit will be reduced each year and will be $0 if
Mr. Miller dies on or after attaining age 82. In no event will the amount
payable to Mr. Miller's beneficiary (beneficiaries) exceed the Net at Risk
Amount in each 2020 A&R Split-Dollar Policy as of the date of Mr. Miller's
death.
Payment of the Death Benefit after Mr. Miller's retirement (as defined in the
2020 A&R Split-Dollar Agreement) will be subject to the following conditions:
•Except in the case of a Change in Control, after Mr. Miller's retirement, Mr.
Miller has not been employed by any financial services firm offering like or
similar product as PNB, except with written approval of PNB;
•Mr. Miller's termination of employment from PNB has not been for cause as
determined by the Board of Directors of PNB: and
•Mr. Miller did not attain age 82 prior to his death.
PNB will be entitled to any death proceeds payable under the 2020 A&R
Split-Dollar Policies remaining after payment to Mr. Miller's beneficiary
(beneficiaries). PNB and Mr. Miller's beneficiary (beneficiaries) will share in
any interest due on the death proceeds of the 2020 A&R Split-Dollar 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.
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First Amendment to 2015 A&R Split-Dollar Agreement
On January 27, 2020, PNB and Mr. Miller entered into a First Amendment to the
Amended and Restated Split-Dollar Agreement (the "First Amendment") effective as
of that same day. The First Amendment serves to amend the Amended and Restated
Split-Dollar Agreement entered into effective as of August 4, 2015 by Mr. Miller
and PNB (as amended by the First Amendment, the "2015 A&R Split-Dollar
Agreement") by adding another life insurance policy (so that there will be two)
to which the 2015 A&R Split-Dollar Agreement pertains. The following description
of the 2015 A&R Split-Dollar Agreement is qualified in its entirety by reference
to the 2015 A&R Split-Dollar Agreement and the First Amendment which are
included as Exhibit 10.4(a) and Exhibit 10.4(b), respectively, to this Current
Report on Form 8-K and incorporated herein by this reference.
Under the terms of the 2015 A&R Split-Dollar Agreement, PNB owns the life
insurance policies (the "2015 A&R Split-Dollar Policies) to which the 2015 A&R
Split-Dollar Agreement relates and controls all rights of ownership with respect
to the 2015 A&R Split-Dollar Policies. Mr. Miller has the right to designate the
beneficiary (beneficiaries) to whom a portion of the death proceeds payable
under the 2015 A&R Split-Dollar Policies is to be paid in accordance with the
2015 A&R Split-Dollar Agreement. Upon Mr. Miller's death, his beneficiary
(beneficiaries) will be entitled to an amount equal to the lesser of (a) the
"Death Benefit" described in the 2015 A&R Split-Dollar Agreement or (b) 100% of
the difference between the total death proceeds payable under the 2015 A&R
Split-Dollar Policies and the cash surrender value of the 2015 A&R Split-Dollar
Policies at the time of Mr. Miller's death (i.e., the "Net at Risk Amount").
The Death Benefit under the 2015 A&R Split-Dollar Agreement will be determined
annually by PNB, and will be approximately two times Mr. Miller's highest annual
total compensation (i.e., the sum of the annual base salary and the annual cash
bonus/incentive compensation paid to Mr. Miller 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. Miller's beneficiary
(beneficiaries) exceed the Net at Risk Amount in the 2015 A&R Split-Dollar
Policies as of the date of Mr. Miller's death.
Payment of the Death Benefit after Mr. Miller's retirement (as defined in the
2015 A&R Split-Dollar Agreement) will be subject to the following conditions:
•Except in the case of a "Change in Control" (as defined in the 2015 A&R
Split-Dollar Agreement), after Mr. Miller's retirement, Mr. Miller has not been
employed by any financial services firm offering like or similar products as
PNB, except with written approval of PNB; and
•Mr. Miller'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 2015 A&R
Split-Dollar Policies remaining after payment to Mr. Miller's beneficiary
(beneficiaries). PNB and Mr. Miller's beneficiary (beneficiaries) will share in
any interest due on the death proceeds of the 2015 A&R Split-Dollar 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.
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Item 9.01 - Financial Statements and Exhibits.
(a)Not applicable
a.Not applicable
a.Not applicable
a.Exhibits. The following exhibits are included with this Current Report on Form
8-K:
Exhibit No. Description
10.1 Supplemental Executive Retirement Benefits Agreement, made and entered
into effective as of January 27, 2020, between The Park National Bank and
Matthew R. Miller
10.2 Amended and Restated Split-Dollar Agreement, made and entered into
effective as of January 27, 2020, between The Park National Bank and Matthew R.
Miller
10.3 Supplemental Executive Retirement Benefits Agreement, made as of June
15, 2015, between The Park National Bank and Matthew R. Miller
10.4(a) Amended and Restated Split-Dollar Agreement, made and entered into
effective as of August 4, 2015, between The Park National Bank and Matthew R.
Miller
10.4(b) First Amendment to the Amended and Restated Split-Dollar Agreement,
made and entered into effective as of January 27, 2020, between The Park
National Bank and Matthew R. Miller
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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