PRK » Topics » General

This excerpt taken from the PRK DEF 14A filed Nov 21, 2008.
Under Park’s existing Articles of Incorporation, Park does not have the authority to issue preferred shares. If the shareholders adopt the proposed amendment to Article FOURTH of Park’s Articles of Incorporation, Park will be authorized to issue up to 200,000 preferred shares, without par value. The Board of Directors will be authorized to provide for the issuance of one or more series of preferred shares and, in connection with the creation of any such series, to adopt an amendment to Park’s Articles of Incorporation determining, in whole or in part, the express terms of any such series to the fullest extent permitted under Ohio law. As such, the preferred shares would be available for issuance without further action by Park’s shareholders, except as may be required by applicable law or pursuant to the rules of NYSE Alternext.
This excerpt taken from the PRK DEF 14A filed Mar 14, 2005.



Upon recommendation by the Compensation Committee, on January 18, 2005, the Board of Directors of Park adopted, subject to shareholder approval, the Park National Corporation 2005 Incentive Stock Option Plan (the “2005 Plan”). The 2005 Plan provides for the issuance of incentive stock options (“ISOs”) to key employees of Park and its subsidiaries. Under Section 711 of the AMEX Company Guide, Park’s shareholders must approve the establishment of (and material amendment to) any equity compensation arrangement pursuant to which common shares may be acquired by directors, officers or employees of Park and its subsidiaries. Accordingly, the Board of Directors of Park is proposing the 2005 Plan for consideration and approval by the shareholders at the Annual Meeting.


The purpose of the 2005 Plan is to encourage stock ownership by key employees of Park and its subsidiaries by granting key employees ISOs to purchase common shares of Park so that they may acquire or increase and retain a proprietary interest in the long-term growth and financial success of Park and its subsidiaries. The 2005 Plan is intended to promote and advance the interests of Park and its shareholders by encouraging key employees to enter into or remain in the employment of Park and/or its subsidiaries and to put forth maximum efforts for the long-term growth and financial success of Park and its subsidiaries by providing opportunities to those key employees to acquire common shares of Park on advantageous terms.


Park also maintains the Park National Corporation 1995 Incentive Stock Option Plan (the “1995 Plan”), which will remain in effect if the 2005 Plan is approved. Although Park still maintains the 1995 Plan, no further grants of ISOs may be made under it. However, as of February 22, 2005, there were ISOs outstanding under the 1995 Plan covering an aggregate of 681,353 common shares.


The Board of Directors believes it is desirable to continue to have equity-based compensation available under an incentive stock option plan to be used to recruit new individuals as key employees and for incentive purposes.


The 2005 Plan will be administered by the Compensation Committee of Park’s Board of Directors. Officers and other employees of Park and its subsidiaries (including the executive officers named in the Summary Compensation Table) who are selected by the Compensation Committee would be eligible to receive ISOs under the 2005 Plan. As of the date of this proxy statement, no determination has been made regarding the identity of the individuals to whom ISOs may be granted or the numbers of common shares to be subject to ISOs that are granted to participants in the 2005 Plan. Park anticipates that approximately 700 employees of Park and its subsidiaries will be eligible to receive grants of ISOs. The table included under “COMPENSATION OF EXECUTIVE OFFICERS - Grants of Options” on



pages 28 and 29 shows the ISOs which were granted to the named executive officers during the 2004 fiscal year under the 1995 Plan which expired by its terms on January 16, 2005.


The following is a brief summary of the material features of the 2005 Plan. This summary is qualified in its entirety by reference to the full text of the 2005 Plan, a copy of which is attached to this proxy statement as Appendix A.


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