Item 5.02. - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2021, the Executive Committee of the Board of Directors of Park National Corporation ("Park") -acknowledging the cumulative contributions made by C. Daniel DeLawder ("Mr. DeLawder") over 50+ years of exemplary service to Park, The Park National Bank (Park's national bank subsidiary) and the entire Park organization - approved the amendment (the "Amendment") of the Performance-Based Restricted Stock Unit Award Agreements (the "PBRSU Award Agreements") entered into between Park and Mr. DeLawder to evidence the grant of Performance-Based Restricted Stock Units ("PBRSUs") as of January 1, 2019 and January 1, 2020, respectively. The Amendment provides that, notwithstanding the Retirement (as defined in the applicable PBRSU Award Agreement) of Mr. DeLawder on June 30, 2021, if the applicable performance-based criteria for vesting specified in the applicable PBRSU Award Agreement are met, the PBRSUs awarded to Mr. DeLawder will vest on the applicable Performance Date (as defined in the applicable PBRSU Award Agreement) in the full number (rather than a pro-rated portion) of the PBRSUs granted to Mr. DeLawder pursuant to the applicable PBRSU Award Agreement that would have been earned on such Performance Date based on the actual level of achievement for the applicable Performance Period (as defined in the applicable PBRSU Award Agreement) with respect to the performance-based criteria for vesting specified in the applicable PBRSU Award Agreement.

As previously reported in the Current Report on Form 8-K of Park, dated April 26, 2021 and filed with the Securities and Exchange Commission on the same date, Mr. DeLawder retired as an executive officer and associate (employee) of Park and The Park National Bank on June 30, 2021. Mr. DeLawder continues to serve on the Board of Directors of each of Park and The Park National Bank in his role as a director and Chair of the executive committee as well as continuing to serve as Chair of The Park National Bank's trust committee. From and after July 1, 2021, Mr. DeLawder will be compensated in the capacity as a non-associate director of each of Park and The Park National Bank.

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 Amendment No. 1 to Certain Performance-Based Restricted Stock Unit Award Agreements, entered into on July 6, 2021, between Park National Corporation and C. Daniel DeLawder (filed herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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