EX-10.17(B)



 






Exhibit 10.17(b)




FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT

FOR

J. DANIEL SIZEMORE




     This First Amendment to Employment Agreement (this “Amendment”) is entered into this
6th day of February, 2007, by and among Park National Corporation, an Ohio
corporation (“Park”); Vision Bank, an Alabama banking corporation (the “Alabama Bank”); Vision
Bank, a Florida banking corporation (the “Florida Bank”) (hereinafter the Alabama Bank and the
Florida Bank shall be referred to collectively either as the “Employer” or the “Banks”); and J.
Daniel Sizemore (the “Executive”).



WITNESSETH




     WHEREAS, on September 14, 2006, Park, the Banks and the Executive entered into a certain
Employment Agreement for Daniel Sizemore (the “Agreement”); and



     WHEREAS, Park, the Banks and the Executive desire to amend the Agreement in order to clarify
certain of its provisions; and



     WHEREAS, pursuant to Section 18 of the Agreement, the Agreement may be amended by mutual
written agreement of the parties;



     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows, intending to be legally bound hereby:



     1. New Section 20. Park, the Banks and the Executive hereby amend the Agreement by
adding new Section 20 to the Agreement to read, in its entirety, as follows:



          20. Regulatory Limits. Notwithstanding anything to the contrary
contained in this Agreement, Park, the Employer and the Executive
acknowledge and agree that any payments made to the Executive by the
Employer pursuant to this Agreement, or otherwise, are subject to and
conditioned upon compliance with the provisions of 12 U.S.C. § 1828(k) and
Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions
contain certain prohibitions and limitations on the making of “golden
parachute” and certain indemnification payments by FDIC-insured depository
institutions and their holding companies. In the event any payments to the
Executive pursuant to this Agreement are prohibited or limited by the
provisions of 12 U.S.C. § 1828(k) and/or Part 359 of the FDIC’s regulations,
the Employer will use its commercially reasonable efforts to obtain the
consent of the appropriate regulatory authorities to the payment by the
Employer to the Executive of the maximum amount that is permitted (up to the
amount payable under the terms of this Agreement).




 









 










     2. Capitalized Terms. All capitalized terms used and not defined in this Amendment
shall have the meanings ascribed to such terms in the Agreement.



     3. No Other Amendment. Except as explicitly set forth in this Amendment, the terms
and provisions of the Agreement shall remain in full force and effect in accordance with the terms
thereof.



     4. Governing Law. This Amendment will be construed in accordance with, and pursuant
to, the laws of the State of Ohio.



     IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.



	 	 	 	 	 	 	 
	 	 	PARK NATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Daniel DeLawder	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Printed Name:  C. Daniel DeLawder
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VISION BANK, an Alabama banking corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William E. Blackmon	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Printed Name:  William E. Blackmon
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	VISION BANK, a Florida banking corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joey W. Ginn	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Printed Name:  Joey W. Ginn
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Daniel Sizemore	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Daniel Sizemore	 	 







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