Exhibit 10.1





Exhibit 10.1




SUBSCRIPTION AGREEMENT

FOR

COMMON SHARES

OF

PARK NATIONAL CORPORATION




Park National Corporation

50 North Third Street

P.O. Box 3500

Newark, OH 43058-3500




Gentlemen:



The undersigned subscriber (the “Subscriber”) offers and agrees to purchase from Park National
Corporation, an Ohio corporation and registered bank holding company (the “Company”), the number of
common shares, without par value, of the Company (the “Shares”) set forth on the Signature Page
hereof on the terms and subject to the conditions described in this Subscription Agreement for
Common Shares of Park National Corporation (this “Agreement”). The purchase price for the Shares
is $60.45 per Share, which was the per Share closing price on November 16, 2009, as provided by
NYSE Amex.



The Subscriber, by executing the Signature Page of this Agreement, hereby acknowledges,
understands and agrees with, and hereby certifies, represents and warrants to, the Company, as
follows:



Section 1 — Receipt of Information. The Subscriber, through its fiduciaries, has
been given access to all books of account, records and other documents concerning the Company, the
Shares and the terms and conditions of the offering. The Subscriber, through its fiduciaries, has
also reviewed all other information the Subscriber considers necessary or appropriate for deciding
whether to purchase the Shares. The Subscriber, through its fiduciaries, has had an opportunity to
ask questions and receive answers from management of the Company regarding the terms and conditions
of the offering, the terms of the Shares and the assets, business, properties and financial
condition of the Company, and to obtain additional information (to the extent the Company possessed
such information) necessary to verify the accuracy of any information furnished to the Subscriber
and its fiduciaries or to which the Subscriber and its fiduciaries had access. All of the
Subscriber’s questions, posed through its fiduciaries, have been answered to the full satisfaction
of the Subscriber and its fiduciaries.



Section 2 — Investment Risks. The Subscriber, through its fiduciaries, understands
and acknowledges that the Shares are speculative securities and involve a high degree of risk and
that no federal or state agency (a) has made any finding or determination as to the fairness for
public or private investment in, nor any recommendation or endorsement of, the Shares as an
investment or (b) has passed upon the merits of the offering of the Shares or the accuracy or
adequacy of any information furnished to Subscriber in connection with Subscriber’s purchase of the
Shares. The Subscriber, through its fiduciaries, has such knowledge and experience in business and
financial matters that the Subscriber is capable of evaluating the merits and risks of an
investment in the Shares. The Subscriber’s financial situation is such that the Subscriber can
afford a complete loss of the Subscriber’s investment in the Shares.


 


1









 






Section 3 — Investment Intent Representations; Restrictions on Transfer.



(a) The Subscriber is subscribing for and purchasing the Shares for investment purposes only
and not with a present intention of entering into or making any subsequent sale, assignment,
conveyance, pledge, hypothecation or other transfer thereof.



(b) The Subscriber has no need for liquidity in this investment and, through its fiduciaries,
understands that there are restrictions on the subsequent resale or other transfer of the Shares.



(c) The Subscriber, through its fiduciaries, understands and acknowledges that the Shares have
not been registered under the Securities Act of 1933, as amended (the “Act”), or under the
securities laws of any state, but have been offered and sold pursuant to and in reliance upon
exemptions from registration thereunder.



(d) The Subscriber, through its fiduciaries, understands and acknowledges that, as a
consequence of the restrictions on subsequent transfer imposed by the foregoing exemptions, the
Shares may not subsequently be sold, assigned, conveyed, pledged, hypothecated or otherwise
transferred by a holder thereof except pursuant to an effective registration statement registering
the Shares under the Act and under applicable state securities laws, or an opinion of counsel, or
such other evidence obtained by such holder and in all respects satisfactory to the Company, that
registration under the Act and under applicable state securities laws is not required for the
holder to lawfully effect the subsequent sale, assignment, conveyance, pledge, hypothecation or
other transfer. Each certificate representing the Shares shall bear a legend setting forth the
foregoing restrictions in addition to other appropriate and necessary legends.



(e) The Company reserves and shall have the right to refuse to accept or register the
assignment or other transfer of any Shares unless and until the conditions to such assignment or
other transfer specified in this Agreement have been satisfied.



(f) The Subscriber, through its fiduciaries, represents that: (i) the person executing this
Agreement on behalf of the Subscriber is a “fiduciary” within the meaning of Section 3(21)(A) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) the execution and
delivery of this Agreement is duly authorized and conforms in all respects with applicable laws and
the governing documents of the Subscriber; (iii) the Shares being acquired pursuant to this
Agreement are “qualifying employer securities” within the meaning of Section 407(e) of ERISA; and
(iv) the acquisition of Shares otherwise satisfies the requirements set forth in Section 408(e) of
ERISA.




Section 4 — Accredited Investor Representation.



The Subscriber, through its fiduciaries, hereby represents and warrants to the Company that
the Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
under the Act, by checking all of the following boxes that are applicable to Subscriber:




	 	o	 	 a natural person whose individual net worth, or joint net worth with that person’s
spouse, exceeds $1,000,000





 


2









 






	 	o	 	 a natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years, and has a reasonable expectation of reaching the
same income level in the current year

	 
	 	o	 	 a trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Shares, whose purchase is directed by a person with such
knowledge and experience in financial and business matters that such person is
capable of evaluating the merits and risks of investing in the Company

	 
	 	o	 	 a revocable grantor trust, with the grantor being (1) a natural person described in
items (i) or (ii) in this Section 4 and (2) the sole source of funding of the trust

	 
	 	o	 	 an executive officer or director of the Company

	 
	 	o	 	 any entity in which all equity owners are accredited investors (please also check
the other applicable box indicating how the equity owners qualify as accredited
investors)

	 
	 	o	 	 an Individual Retirement Account, where the equity owner of such Account is an
accredited investor (please also check the other applicable box indicating how the
equity owner qualifies as an accredited investor)

	 
	 	þ	 	 an employee benefit plan within the meaning of ERISA, (1) if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a
bank, savings and loan association, insurance company or registered investment
advisor or (2) if the employee benefit plan has total assets in excess of $5,000,000






Section 5 — Indemnification. The Subscriber shall indemnify and save harmless the
Company, its officers, directors, agents and employees against and from any and all liabilities,
damages, losses, costs and expenses (including reasonable attorneys’ fees) arising under the Act or
under applicable state securities laws as a result of any misrepresentation by the Subscriber
contained in, or any failure by the Subscriber to comply with the provisions of, this Agreement.



Section 6 — No Termination or Transfer of the Subscription. The Subscriber shall not
have the right to terminate, cancel, revoke, assign or transfer this Agreement and the subscription
represented hereby without the prior written consent of the Company, which consent may, in the
complete and sole discretion of the Company, be withheld for any reason.



Section 7 — Rejection or Acceptance of the Subscription. The Company shall have the
unconditional right, in its complete and sole discretion, to reject this Agreement and the
subscription represented thereby at any time prior to its acceptance thereof; and if the Company
should do so, then the subscription proceeds of the Subscriber delivered to the Company in
connection herewith, if any, shall be promptly returned to the Subscriber without interest. No
Shares shall be issued unless and until the Company accepts this Agreement, and the Subscriber
shall have no rights in or to any Shares unless and until the Company accepts this Agreement.



Section 8 — Governing Law; Consent to Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of Ohio, without regard to principles of
conflict of laws.



[signature page attached]



 


3









 







SIGNATURE PAGE OF

SUBSCRIPTION AGREEMENT FOR

COMMON SHARES OF PARK NATIONAL CORPORATION




The Subscriber hereby offers and agrees to purchase 115,800 Shares at $60.45 per Share for a
total purchase price of $7,000,110. By the completion and execution of this Signature Page, the
Subscriber makes and affirms the certifications, representations and warranties contained in the
forepart of this Agreement.



SUBSCRIPTION INSTRUCTIONS




The Subscriber should complete and execute this Signature Page and deliver it, together with
evidence of payment by wire transfer of immediately available funds to Park National Corporation in
the amount of $7,000,110, to Park National Corporation, 50 North Third Street, P.O. Box 3500,
Newark, Ohio 43058-3500, Attention: Chief Executive Officer.



Date: November 17, 2009




	 	 	 	 	 
	Park National Corporation Defined Benefit Pension Plan	 	31-1179518
	 	 	 
	Name of Entity	 	Taxpayer Identification Number
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Terry C. Myers
	 	Address of Principal Office:
	 

	 	 	 	 
	 

	 	Trustee	 	 
	 
	 	 	 	 
	Title:

	 	Trust Investments — Vice President
	 	50 N. Third Street
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	Newark, Ohio 43055
	 

	 	 	 	 






ACCEPTANCE




The foregoing Subscription Agreement is accepted by the Company this 17 day of November, 2009.



	 	 	 	 	 
	 	PARK NATIONAL CORPORATION

 	 
	 	By:  	/s/ C. Daniel DeLawder
 	 
	 	 	Printed Name:  C. Daniel DeLawder 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




 


4