EX-10.2



 





Exhibit 10.2




	 	 	 	 	 
	 

	 	Summary of Incentive Compensation Plan
	 	 
	 

	 	of Park National Corporation	 	 
	 

	 	 	 	 





     The Compensation Committee of the Board of Directors of Park National Corporation (“Park”)
administers Park’s incentive compensation plan which enables the officers of The Park National Bank
(the Park National Division, the Fairfield National Division, the Consolidated Computer Center
Division and The Park National Bank of Southwest Ohio & Northern Kentucky division), The Richland
Trust Company, Century National Bank, The First-Knox National Bank of Mount Vernon (the First-Knox
National Division and the Farmers and Savings Division), Second National Bank, United Bank, N.A.,
The Security National Bank and Trust Co. (the Security National Division and the Unity National
Division), The Citizens National Bank of Urbana, Scope Leasing, Inc. and Guardian Financial
Services Company (collectively, “Park’s Principal Subsidiaries”) to share in any above-average
return on equity (net income divided by average shareholders’ equity) which Park and its
subsidiaries on a consolidated basis may generate during a twelve-month period ended September 30.
During the fiscal year ended December 31, 2006 (the “2006 fiscal year”), all officers of Park’s
Principal Subsidiaries, including C. Daniel DeLawder (who served as Chairman of the Board and Chief
Executive Officer of Park and The Park National Bank during the 2006 fiscal year and continues to
so serve), David L. Trautman (who served as President and Secretary of Park and as President of The
Park National Bank during the 2006 fiscal year and continues to so serve), and John W. Kozak (who
served as Chief Financial Officer of Park and as Senior Vice President and Chief Financial Officer
of The Park National Bank during the 2006 fiscal year and continues to so serve) were eligible to
participate in the incentive compensation plan. For the fiscal year ending December 31, 2007 (the
“2007 fiscal year”), all officers of Park’s Principal Subsidiaries (including Messrs. DeLawder,
Trautman and Kozak) will also be eligible to participate.



     Above-average return on equity is defined as the amount by which the net income to average
shareholders’ equity ratio of Park and its subsidiaries on a consolidated basis for a twelve-month
period ended September 30 exceeds the median net income to average shareholders’ equity ratio of
all U.S. bank holding companies of similar asset size ($3 billion to $10 billion). A formula
determines the amount, if any, by which Park’s return on equity ratio exceeds the median return on
equity ratio of these peer bank holding companies. Approximately twenty percent (20%) of that
amount on a before-tax equivalent basis is available for incentive compensation. If Park’s return
on equity ratio is equal to or less than that of the peer group, no incentive compensation will be
available with respect to that twelve-month period.



     The Compensation Committee of the Board of Directors of Park met on December 27, 2006 to
determine the amount of incentive compensation to be paid to each of Messrs. DeLawder, Trautman and
Kozak, Park’s executive officers, in respect of the twelve-month period ended September 30, 2006
(the “2006 Incentive Compensation Period”). The following schedule indicates the incentive
compensation to be paid to each of Park’s executive officers for the 2006 Incentive Compensation
Period:




	 	•	 	C. Daniel DeLawder — $473,525
	 
	 	•	 	David L. Trautman — $313,250
	 
	 	•	 	John W. Kozak — $214,455





 









 





This incentive compensation is expected to be paid on January 26, 2007.




     After deducting the incentive compensation to be paid to Messrs. DeLawder, Trautman and Kozak,
the remaining amount available for incentive compensation pay will be distributed to the officers
of Park’s Principal Subsidiaries on the basis of their respective contributions to Park’s meeting
its short-term and long-term financial goals during the 2006 Incentive Compensation Period, which
contributions are subjectively determined by the Chairman of the Board and Chief Executive Officer
and the President and Secretary of Park and approved by Park’s Board of Directors, upon
recommendation of the Compensation Committee. Recommendations of the presidents of Park’s
Principal Subsidiaries are considered when determining incentive compensation amounts for officers
(other than the internal audit staff) of those subsidiaries. The incentive compensation paid to
the internal audit staff of Park’s Principal Subsidiaries is determined by the Audit Committee of
Park’s Board of Directors.




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