EX-10.1



 





Exhibit 10.1




SECOND AMENDMENT

TO THE

VISION BANK

SALARY CONTINUATION PLAN

DATED JULY 14, 2004

FOR

J. DANIEL SIZEMORE




     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:



     The Company and the Executive executed the Salary Continuation Plan on July 14, 2004 effective
as of the first day of April, 2004 and amended the Salary Continuation Plan on June 26, 2006
effective as of the first day of January, 2005 (collectively, the “Agreement”); and



     Pursuant to that certain Agreement and Plan of Merger entered into between Vision Bancshares,
Inc. (the “Holding Company”) and Park National Corporation dated to be effective as of September
14, 2006, the Holding Company merged with and into Park National Corporation effective as of 6:00
p.m., Eastern Standard Time, on March 9, 2007 (the “Merger”); and



     The Merger resulted in a Change of Control of the Holding Company as defined in Section 1.4 of
the Agreement; and



     As a result of the Merger, the Company and the Executive desire to amend the Agreement to (a)
provide that the Change of Control Benefit shall be equal to the Change of Control Benefit set
forth on Schedule A to the Agreement for the Plan Year (as defined in Section 1.17 of the
Agreement) during which the Executive’s Termination of Employment (as defined in Section 1.19 of
the Agreement) occurs and in no event may be less than the Change of Control Benefit set forth on
Exhibit A to this Second Amendment and (b) clarify that the benefit provided to the Executive upon
Termination of Employment following the Merger shall be the greater of (i) the Normal
Retirement Benefit described in Section 2.1 or (ii) the Change of Control Benefit described in
Section 2.5.



     The undersigned hereby amend the Agreement for the purposes recited herein. Therefore, the
following amendment to the Agreement shall be made:



     Section 2.5 of the Agreement shall be restated as follows:




	2.5	 	Change of Control Benefit. Upon a Change of Control followed by the Executive’s
Termination of Employment, the Company shall pay to the Executive the benefit described in
this Section 2.5 in lieu of the benefits described in Sections 2.2 Involuntary Termination
Benefit, 2.3 Voluntary Termination Benefit or 2.4 Disability Benefit.




 









 






	 	 	2.5.1 Amount of Benefit. The annual benefit under this Section 2.5 is the Change of
Control Benefit set forth on Schedule A for the Plan Year during which the Executive’s
Termination of Employment occurs; provided however, that in no event shall such annual
benefit be less than the Change of Control Benefit set forth on the Exhibit A attached to
the Second Amendment to the Agreement. The benefit is determined by vesting the Executive
in one hundred (100%) in the Change of Control Benefit described in this Section 2.5.1.
	 
	 	 	2.5.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive
in twelve (12) equal monthly installments commencing with the month following Normal
Retirement Age. The annual benefit shall be paid to the Executive for fifteen (15) years.
	 
	 	 	2.5.3 Minimum Benefit. The benefit provided to the Executive upon Termination of
Employment following the merger of the Holding Company with and into Park National
Corporation effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, shall in no
event be less than the amount described in Section 2.5.1 and; provided further, in the event
the Executive is eligible to receive the Normal Retirement Benefit described in Section 2.1
and such Normal Retirement Benefit is greater than the Change of Control Benefit, then the
Executive shall be paid the Normal Retirement Benefit in accordance with the provisions of
Section 2.1.





     IN WITNESS WHEREOF, the Company and the Executive hereby consent to this Second Amendment.



	 	 	 	 	 	 	 
	Executive:	 	 	 	Vision Bank
	 
	 	 	 	 	 	 
	/s/ J. Daniel Sizemore

	 	 	 	By
	 	/s/ J.W. Ginn
	 

	 	 	 	 	 	 
	J. Daniel Sizemore

	 	 	 	Title
	 	President
	 

	 	 	 	 	 	 





2









 






Exhibit A




Change in Control Benefit




$47,700.00





3












 





Plan Year Reporting



Salary Continuation Plan


Schedule A




Daniel Sizemore




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Birth Date: 1/27/1948	 	 	 	 	 	Change in Control
	Plan Anniversary Date: 4/1/2005	 	 	 	 	 	 
	Normal Retirement: 1/27/2013, Age 65	 	 	 	 	 	Annual
Benefit3
	Normal Retirement Payment: Monthly for 15 years	 	 	 	 	 	Amount Payable at
	 	 	 	 	 	 	 	 	 	 	Normal Retirement Age
	 
	 	 	 	 	 	 	Benefit	 	 	 	 	 	Based On
	Values	 	Age	 	Level2	 	Vesting	 	Benefit
	as of	 	(0)	 	(1)	 	(2)	 	(3)
	 
	Mar 2007
	 	 	59	 	 	 	47,700	 	 	 	100	%	 	 	47,700	 
	 
	Mar 2008 1
	 	 	60	 	 	 	49,131	 	 	 	100	%	 	 	49,131	 
	Mar 2009
	 	 	61	 	 	 	50,605	 	 	 	100	%	 	 	50,605	 
	Mar 2010
	 	 	62	 	 	 	52,123	 	 	 	100	%	 	 	52,123	 
	Mar 2011
	 	 	63	 	 	 	53,687	 	 	 	100	%	 	 	53,687	 
	Mar 2012
	 	 	64	 	 	 	55,297	 	 	 	100	%	 	 	55,297	 
	 
	Jan 2013
	 	 	65	 	 	 	56,956	 	 	 	100	%	 	 	56,956	 
	January 27, 2013
Retirement; February
1, 2013 First Payment
Date








 




			
	1	 	The first line reflects 12 months of data, April 2007 to March 2008.
	 
	2	 	The benefit amount is based on 30% of current compensation. Compensation is based on $159,000
initially, inflating at 3.00% each year to $189,854 at retirement.
	 
	3	 	The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180
monthly payments.
	 
	*	 	IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE
AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT
OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE
EVENT.



Salary
Continuation Plan for Vision Bank — Wewahitchka, FL