Exhibit
10.(u)


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is made as of the 15th
day of May, 2003 by and between BRAM GOLDSMITH (“Goldsmith”), on the one hand,
and CITY NATIONAL CORPORATION, a Delaware corporation (“CNC”) and CITY NATIONAL
BANK, a National Banking Association (“CNB”). 
CNC and CNB are sometimes referred to collectively herein as “CNB” and
“CNC”.


 


1.
Employment. CNC hereby employs Goldsmith, and Goldsmith hereby
accepts employment, under the terms and conditions hereafter set forth.


 


2.
Duties. Goldsmith shall be employed as the Chairman of the Board of
CNC and as an untitled officer of CNB, and his duties shall be consistent with
such office and position. Substantially all of Goldsmith’s duties shall be
performed in Los Angeles and Beverly Hills, California and unless mutually
agreed upon by Goldsmith and CNC, Goldsmith shall be headquartered in Beverly
Hills, California.


 


3.
Term. Subject to the provisions for termination as hereinafter
provided, the term of this Agreement shall be deemed to commence on May 15,
2003 and shall terminate two (2) years thereafter.


 


4.
Annual Compensation. In addition to fringe benefits and
reimbursement of expenses consistent with Goldsmith’s duties and position, CNC
shall pay Goldsmith as annual compensation, payable in equal semimonthly
payments, the sum of Three Hundred Fifty Thousand Dollars ($350,000) during the
term hereof.  In addition, on May 15,
2003, CNC shall transfer title to Goldsmith of that certain 1987 Mercedes 560
SEL automobile with an approximate value of Six Thousand Dollars ($6,000), and,
commencing May 15, 2003, CNC shall pay Goldsmith a car allowance of One
Thousand Dollars ($1,000) per month during the term of this Agreement in lieu
of providing Goldsmith with the use of any CNC-owned automobile.


 


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5.
Incentive Bonus.  For the
fiscal years 2003 and 2004, Goldsmith shall be eligible for an annual incentive
bonus based upon company and individual performance, with a target of 55% of
Goldsmith’s then annual salary, but in no event shall the bonus paid for these
fiscal years exceed $150,000, nor shall the total amount paid to Mr. Goldsmith
pursuant to Paragraphs 4 and 5 of this Agreement with respect to any fiscal
year of CNC and CNB after 2003 exceed $500,000.  The parties hereto recognize that incentive bonuses paid for
services rendered during a fiscal year are generally paid during the first
quarter of the fiscal year following the fiscal year in which such services
were performed. In such event, the annual compensation paid to Goldsmith with
respect to each fiscal year after 2003 pursuant to Paragraph 4 of the Agreement
will be added to the incentive bonus paid in the following fiscal year, for
purposes of calculating whether the $500,000 limit has been reached. For the
purpose of determining the amount of bonus to be paid Goldsmith for any
calendar year, his then annual salary shall be an amount equal to twenty-four
times the semimonthly salary paid to Goldsmith (exclusive of any incentive
bonus) for the calendar year in question.


 


6.
Life Insurance. CNB has previously provided Goldsmith with a whole
life insurance policy on the joint lives of Goldsmith and Mrs. Elaine Goldsmith
in an insured amount of Seven Million Dollars ($7,000,000) (the “Joint
Policy”).  Nothing in this Agreement
affects or modifies the parties’ rights and obligations with respect to the
Joint Policy.


 


7.
Extent of Service. Goldsmith shall devote his time, attention and
energies to the business of CNC and CNB and shall not, during the term of this
Agreement, be engaged in any other activity which will interfere with the
performance of his duties hereunder. Time expended by Goldsmith on
philanthropic activities and in connection with real estate investments shall
be deemed not to interfere with the performance of his duties hereunder;
provided however, that during the term hereof, Goldsmith shall not


 


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become an active participant (as opposed to a passive investor or
consultant) in any real estate investment or venture in which he does not
presently have a direct or indirect interest.


 


8.
Termination of Employment.


 


(a)
Termination by CNC for Good Cause. CNC may terminate the employment
of Goldsmith for “good cause” by written notice to Goldsmith. For purposes of
this Agreement, “good cause” shall mean only (i) conviction of a crime directly
related to his employment hereunder, (ii) conviction of a felony involving
moral turpitude, (iii) willful and gross mismanagement of the business and
affairs of CNC or CNB, or (iv) breach of any material provision of this Agreement.
In the event the employment of Goldsmith is terminated pursuant to this
subparagraph 8(a), CNC and CNB shall have no further liability to Goldsmith
other than for compensation accrued but not yet paid.  In the event CNC contends that it has good cause to terminate
Goldsmith pursuant to clause (iii) or (iv) of this subparagraph 8(a), CNC shall
provide Goldsmith with written notice specifying in reasonable detail the
services or matters which it contends Goldsmith has not been adequately
performing, or the material provisions of this Agreement of which Goldsmith is
in violation, why CNC has good cause to terminate this Agreement, and what
Goldsmith should do to adequately perform his obligations hereunder. If within
thirty (30) days of receipt of the notice Goldsmith performs the required
services or modifies his performance to correct the matters complained of,
Goldsmith’s breach will be deemed cured, and Goldsmith’s employment shall not
be terminated. However, if the nature of the service not performed by Goldsmith
or the matters complained of are such that more than thirty (30) days are
reasonably required to perform the required service or to correct the matters
complained of, then his breach will be deemed cured if he commences to perform
such service or to correct such matters within the thirty (30) day period and
thereafter diligently prosecutes such performance or correction to completion.
If Goldsmith does not perform the required services or modify his performance
to correct the matter complained of within the thirty (30)


 


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day period or the extension thereof, CNC shall have the right to
terminate this Agreement at the end of the thirty (30) day period or extension
thereof. It is understood that Goldsmith’s performance hereunder shall not be
deemed unsatisfactory solely on the basis of any economic performance of CNC
because this performance will depend in part on a variety of factors over which
Goldsmith has little control.


 


(b)
Termination by CNC Without Good Cause. CNC may terminate the employment
of Goldsmith without “good cause” (as defined in subparagraph 8(a) above) at
any time by written notice to Goldsmith. In the event the employment of
Goldsmith is terminated pursuant to this subparagraph 8(b), CNC shall continue
to be obligated to pay to and compensate Goldsmith pursuant to Paragraphs 4 and
5 of this Agreement for the full term of this Agreement. Goldsmith shall have
no duty to mitigate and CNC shall have no right to offset any other
compensation paid to Goldsmith during the applicable time period.


 


(c)
Termination by Death or Disability. CNC may terminate the employment
of Goldsmith by written notice to Goldsmith if, during the term of this
Agreement, Goldsmith shall become incapable of fulfilling his obligations
hereunder because of injury or physical or mental illness which shall exist or
may reasonably be anticipated to exist for a period of twelve (12) consecutive
months or for an aggregate of twelve (12) months during any twenty-four (24)
month period. The death of Goldsmith during the term of this Agreement shall
likewise operate to terminate the Agreement, except that Goldsmith’s base
salary shall continue in effect and be paid to his wife, if she is then living,
and if she is not then living, to his Revocable Living Trust for a period equal
to the lesser of two years or the remaining term of this Agreement. In the
event the employment of Goldsmith is terminated by CNC pursuant to this
subparagraph 8(c) because of injury, physical or mental illness, CNC shall
continue to be obligated to pay Goldsmith while he is alive his base salary and
Incentive Bonus which Goldsmith would otherwise have been entitled to receive
pursuant to Paragraph 5 to the same extent and in the


 


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same manner as if Goldsmith had remained employed by CNC for the full
term of this Agreement less any amount Goldsmith receives in lieu of salary
while he is alive during the term of this Agreement from private or government
insurance programs, exclusive of reimbursement of medical costs.


 


(d)
Optional Termination by Goldsmith. Goldsmith shall have the right,
at any time following a “Change of Control” (as that term is defined in the
Agreement between Goldsmith and CNC dated as of March 3l, l997, a copy of which
is attached hereto marked Exhibit “A” and incorporated by reference herein)
(the “Change of Control Agreement”), to declare the Change of Control Agreement
in effect, from which time forward, except for rights pursuant to this
Agreement vested in Goldsmith, his spouse, designees, successors or representatives
prior to the Effective Date, as that term is defined in the Change of Control
Agreement (which rights will remain in full force and effect), from and after
the Effective Date, in the event of inconsistencies or conflicts between this
Agreement and the Change of Control Agreement, the terms of the Change of
Control Agreement will govern.


 


9.
Entire Agreement; Modification; Waiver. This Agreement and the
agreements referred to in the Exhibits attached hereto constitute the entire
agreement between the parties pertaining to the subject matter contained
therein and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties, except for those contained
in the Change of Control Agreement. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.


 


10.
Separability Clause. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof.


 


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11.
Benefit. Except as herein and otherwise specifically provided, this
Agreement shall be binding upon and inure to the benefit of the parties, their
personal representatives, heirs, administrators, executors, successors, and
permitted assigns.


 


12.
Notices. Any notice, request, or other communication required to be
given pursuant to the provisions of this Agreement shall be in writing and
shall be deemed to be duly given if delivered in person or mailed by registered
or certified United States mail, postage prepaid, and mailed to the parties at
the following addresses:


 


BRAM GOLDSMITH


 


Mr. Bram Goldsmith

City National Corporation

400 No. Roxbury Drive

Beverly Hills, California 90210


 


CITY NATIONAL CORPORATION/CITY NATIONAL BANK


 


City National Corporation/City National Bank

400 No. Roxbury Drive

Beverly Hills, CA 90210

Attn: General Counsel


 


The parties hereto may change the above addresses from time to time by
giving notice thereof to each other in conformity with this Paragraph 12.


 


13.
Non-Competition. Goldsmith agrees not to compete with CNC in any
form whatsoever. Without limiting the generality of the foregoing, Goldsmith
covenants and agrees with CNC that Goldsmith shall not, during or after the
term of this Agreement, disclose to anyone any confidential information
concerning the business or operations of CNC which Goldsmith may acquire in the
course of or incident to the performance of his duties hereunder, including,
without limitation, processes, customer lists, business or trade secrets, or
methods or techniques used by CNC in its business or operations.


 


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Goldsmith covenants and agrees that he shall not, during the term of
this Agreement, directly or indirectly (whether for compensation or otherwise),
alone or as an agent, principal, partner, shareholder or in any other capacity,
own, manage, operate, join, control or participate in the ownership,
management, operation or control of or furnish any capital to or be connected
in any manner with or provide any services for any business, operation or
entity which competes with the business or operations of CNC.


 


14.
Construction. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.


 


15.
Captions. The paragraph headings and captions contained herein are
for reference purposes and convenience only and shall not in any way affect the
meaning or interpretation of this Agreement.


 


16.
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


17.
Amendments. This Agreement shall not be modified, amended, or in any
way altered except by an instrument in writing and signed by both of the
parties hereto.


 


18.
Mandatory Arbitration. At the request of Goldsmith or City National
Corporation, any dispute, claim, controversy of any kind (whether in contract
or tort, statutory or common law, legal or equitable) now existing or hereafter
arising out of, pertaining to or in connection with this Agreement and/or any
renewals, extensions, or amendments thereto, shall be resolved through final
and binding arbitration conducted at a location determined by the arbitrator in
Los Angeles or Beverly Hills, California, and administered by the American
Arbitration Association (“AAA”) in accordance with the Federal Arbitration Act,
9 U.S.C. §1, et seq., and the then existing Commercial Arbitration Rules of the
AAA. Judgment upon any award rendered by the arbitrator(s) may be entered in
any State or Federal courts having jurisdiction thereof.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written at Beverly Hills, California.


 


 


	
  CITY NATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank P.
  Pekny

  	
   

  	
  /s/ Bram Goldsmith

  	
   

  
	
   

  	
  Frank
  Pekny

  	
  Bram
  Goldsmith

  
	
   

  	
  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITY NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank P.
  Pekny

  	
   

  	
   

  
	
   

  	
  Frank
  Pekny

  	
   

  
	
   

  	
  Vice Chairman

  	
   

  
						



 


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EMPLOYMENT AGREEMENT
 
AGREEMENT by and between City National Corporation, a Delaware corporation (the “Company”) and             (the “Executive”), dated as of the 31st day of March, 1997.
 


The Board of Directors of the Company (the “Board”),
has determined that it is in the best interest of the Company and its
shareholders to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or occurrence of a
Change of Control (as defined below) of the Company. The Board believes it is imperative
to diminish the inevitable distraction of the Executive by virtue of the
personal uncertainties and risks created by a pending or threatened Change of
Control and to encourage the Executive’s full attention and dedication to the
Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are
competitive with those of other corporations. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this
Agreement.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1. CERTAIN DEFINITIONS. (a) The “Effective Date” shall
mean the first date during the Change of Control Period (as defined in Section
1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything
in this Agreement to the contrary notwithstanding, if a Change of Control
occurs and if the Executive’s employment with the Company is terminated prior
to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (i) was at
the request of a third party who has taken steps reasonably calculated to
effect a Change of Control or (ii) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this Agreement
the “Effective Date” shall mean the date immediately prior to the date of such
termination of employment.


 


(b) The “Change of Control Period” shall mean the
period commencing on the date hereof and ending on the second anniversary of
the date hereof; provided, however that commencing on the date one year after
the hereof, and on each annual anniversary of such date (such date and each
annual anniversary thereof shall be hereinafter referred to as the “Renewal
Date”), unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate two years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change of Control Period shall not be so extended.


 


2. CHANGE OF CONTROL. For the purpose of this Agreement,
a “Change of Control” shall mean:


 


(a) The acquisition by any individual, entity or group
(within the


 


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meaning of Section 13(d) (3) or 14(d) (2) or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% of more of either (i) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company, (iv)
any acquisition by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of subsection (c) of this Section 2, or (v)
any acquisition by the Goldsmith family or any trust or partnership for the
benefit of any member of the Goldsmith family; or


 


(b) Individuals who, as of the date hereof, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors of other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or


 


(c) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Company of all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding


 


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shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or


 


(d) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.


 


3. EMPLOYMENT PERIOD. The Company hereby agrees to
continue the Executive in its employ, and the executive hereby agrees to remain
in the employ of the Company subject to the terms and conditions of this
Agreement, for the period commencing on the Effective Date and ending on the
second anniversary of such date (the “Employment Period”).


 


4. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES.


(i) During the Employment Period, (A) the Executive’s
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately preceding the
Effective Date and (B) the Executive’s services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or any office or location less than 35 miles from such location.


 


(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary
to discharge the responsibilities assigned to the Executive hereunder, to use
the Executive’s reasonable best efforts to perform faithfully and efficiently
such responsibilities. During the Employment Period it shall not be a violation
of this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with
this Agreement.


 


It is expressly understood and agreed that to the extent that any such
activities have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive’s
responsibilities to the Company.


 


(b) COMPENSATION. (i) BASE SALARY. During the
Employment Period, the Executive shall receive an annual base salary (“Annual
Base Salary”), which shall be paid at a monthly rate, at least equal to twelve
times the highest


 


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monthly base salary paid or payable, including any base salary which
has been earned but deferred, to the Executive by the Company and its
affiliated companies in respect of the twelve-month period immediately
preceding the month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed no more than 12 months after
the last salary increase awarded to the Executive prior to the Effective Date
and thereafter at least annually. Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement. Annual Base Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this Agreement shall refer to Annual
Base Salary as so increased. As used in this Agreement, the term “affiliated
companies” shall include any company controlled by, controlling or under common
control with the Company.


 


(ii) ANNUAL BONUS. In addition to Annual Base Salary,
the Executive shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal
to the Executive’s highest bonus under the Company’s annual incentive plans for
the last three full fiscal years prior to the Effective Date (annualized in the
event that the Executive was not employed by the Company for the whole of such
fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid
no later that the end of the third month of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus.


 


(iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS.


 


During the Employment Period, the Executive shall be entitled to
participate in all incentive, savings and retirement plans, practices, policies
and programs applicable generally to other executive of the Company and its
affiliated companies, but in no event shall such plans, practice, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable in the aggregate, than the
most favorable of those provided by the Company and its affiliated companies
for the Executive under such plans, practices, policies and programs as in
effect at any time during the 120-day period immediately preceding the
Effective Date or if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and its affiliated companies.


 


(iv) WELFARE BENEFIT PLANS. During the employment
Period, the Executive and/or the Executive’s family, as the case may be, shall
be eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to
other peer executives of the Company and its affiliated


 


12

















 


companies, but in no event shall such plans, practices, policies and
programs provide the Executive with benefits which are less favorable, in the
aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to the
other peer executive of the Company and its affiliated companies.


 


(v) EXPENSES. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of the Company and its affiliated companies.


 


(vi) FRINGE BENEFITS. During the Employment Period,
the Executive shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, payment of club dues, and if
applicable, automobile allowance and/or use of an automobile and payment of
related expenses, in a accordance with the most favorable plans, practices,
programs and policies of the Company and its affiliated companies in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
it’s affiliated companies.


 


(vii) OFFICE AND SUPPORT STAFF. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to exclusive personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company and its affiliated companies at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as provided generally at any time thereafter
with respect to other peer executives of the Company and its affiliated companies.


 


(viii) VACATION. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, of more favorable
to the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated companies.


 


5. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY.
The Executive’s employment shall terminate automatically upon the Executive’s
death during the Employment Period. If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), it may give to the
Executive written notice in accordance with Section 12(b) of this


 


13

















 


Agreement of its intention to terminate the Executive’s employment. In
such event, the Executive’s employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Executive (the
“Disability Effective Date”), provided that, within the 30 days after such
receipt, the Executive shall not have returned to full-time performance of the
Executive’s duties. For purposes of this Agreement, “Disability” shall mean the
absence of the Executive from the Executive’s duties with the Company on a
full-time basis for 180 consecutive business days as a result of incapacity due
to mental or physical illness which is determined to be total and permanent by
a physician selected by the Company of its insurers and acceptable to the
Executive or the Executive’s legal representative.


 


(b) CAUSE. The Company may terminate the Executive’s
employment during the Employment Period for Cause. For purposes of this
Agreement, “Cause” shall mean:


 


(i) the willful and
continued failure of the Executive to perform substantially the Executive’s
duties with the Company or one of its affiliated (other than any such failure
resulting from incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Executive by the Board
or the Chief Executive Officer of the Company which specifically identifies the
manner in which the Board or Chief Executive Officer believes that the
Executive has not substantially performed the Executive’s duties, or


 


(ii) the willful engaging
by the Executive in illegal conduct or gross misconduct which is materially and
demonstrably injurious to the Company


 


For purposes of this provision, no act or failure to act, on the part
of the Executive, shall be considered “willful” unless it is done, or omitted
to be done, by the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Chief Executive Officer
or a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company. The
cessation of employment of the Executive shall not be deemed to be for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the Executive
is guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.


 


14

















 


(c) GOOD REASON. The Executive’s employment may be
terminated By the Executive for Good Reason. For purpose of this Agreement,
“Good Reason” shall mean:


 


(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive’s position (including status,
offices, titles and reporting requirement), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement, or any
other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;


 


(ii) any failure by the Company to comply with any of
the provisions of Section 4(b) of this Agreement, other than in isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;


 


(iii) the Company’s requiring the Executive to be
based at any office or location other than as provided in Section 4(a) (i) (B)
hereof or the Company’s requiring the Executive to travel on Company business
to a substantially greater extent than required immediately prior to the
Effective Date;


 


(iv) any purported termination by the Company of the
Executive’s employment otherwise than as expressly permitted by this Agreement;
or


 


(v) any failure by the Company to comply with and
satisfy Section 11 (c) of this Agreement.


 


For purposes of this Section 5 (c), any good faith determination of
“Good Reason” made by the Executive shall be conclusive. Anything in the
Agreement to the Contrary notwithstanding, a termination by the Executive for
any reason during the 30-day period immediately following the first anniversary
of the Effective Date shall be deemed to be a termination for Good Reason for
all purposes of this Agreement.


 


(d) NOTICE OF TERMINATION. Any TERMINATION by the
Company for Cause, or by the Executive for Good Reason, shall be communicated
by Notice of Termination to the other party hereto given in accordance with
Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies that termination
date (which date shall be not more than thirty days after the giving of such
notice). The failure by the Executive or the Company to set forth in the notice
of Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of


 


15

















 


the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights hereunder.


 


(e) DATE OF TERMINATION. “Date of Termination” means
(i) if the Executive’s employment is terminated by the Company for Cause, or by
the Executive for Good Reason, the date of receipt of the Notice of Termination
or any later date specified therein, as the case may be, (ii) if the Executive
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such termination and (iii) if the Executive’s employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the
case may be.


 


6. OBLIGATIONS OF THE COMPANY UPON TERMINATION


 


(a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR
DISABILITY. If, during the Employment Period, the Company shall terminate the
Executive’s employment other than for Cause or Disability or the Executive
shall terminate employment for Good Reason:


 


(i) the Company shall pay to the Executive in a lump
sum in cash within 30 days after the Date of Termination the aggregate of the
following amounts:


 


A. the sum of (1) the Executive’s Annual Base Salary
through the Date of Termination to the extent not theretofore paid, (2) the
product of (x) the higher of


 


(i) the Recent Annual Bonus and (ii) the Annual Bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than twelve full months or
during which the Executive was employed for less than twelve full months), for
the most recently completed fiscal year during the Employment Period, if any
(such higher amount being referred to as the “Highest Annual Bonus”) and (y) a
fraction, the numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of which is 365 and
(3) any compensation previously deferred by the Executive (together with any
accrued interest or earnings thereon) and any accrued vacation pay, in each
case to the extent not theretofore paid (the sum of the amounts described in
clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued
Obligations”); and


 


B. the amount equal to the product of (1)     and (2) the sum of (x) the Executive’s
Annual Base Salary and (y) the Highest Annual Bonus; and


 


C. an amount equal to the contributions to the
Executive’s account in the Company’s Profit Sharing Plan which the Executive
would receive if the Executive’s employment continued for     years after the Date of Termination
assuming for this purpose that all such contributions are fully vested, and,
and assuming that the Company’s contribution to the Profit Sharing Plan in


 


16

















 


each such year is in an amount equal to the greatest amount contributed
by the Company in any of the three years ending prior to the Effective Date.


 


(ii) for     years after the
Executive’s Date of Termination, or such longer period as may be provided by
the terms of the appropriate plan, program, practice or policy, the Company
shall continue benefits to the Executive and/or the Executive’s family at least
equal to those which would have been provided to them in accordance with the
plans, programs, practices and policies described in Section 4 (b)(iv) of the
Agreement if the Executive’s employment has not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies and
their families, provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility.


 


(iii) the Company shall, at its sole expense as
incurred, provide the Executive with out placement services the scope and
provider of which shall be selected by the Executive in his sole discretion;
and


 


(iv) to the extent not theretofore paid or provided,
the Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the “Other Benefits”).


 


(b) DEATH. If the Executive’s employment is terminated
by reason of the Executive’s death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive’s legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive’s estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6 (b) shall include, without limitation, and the
Executive’s estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company and affiliated
companies to the estates and beneficiaries of peer executives of the Company
and such affiliated companies under such plans, programs, practices and
policies relating to death benefits, if any, as in effect with respect to other
peer executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive’s estate and/or the Executive’s beneficiaries, as in effect on the
date of Executive’s death with respect to other peer


 


17

















 


executive of the Company and its affiliated companies and their
beneficiaries.


 


(c) DISABILITY. If the Executive’s employment is
terminated by reason of the Executive’s Disability during the Employment
Period, this Agreement shall terminate without further obligations to the
Executive, other than for payment of Accrued obligations and the timely payment
or provision of Other Benefits. Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination. With
respect to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 6(c) shall include, and the Executive shall be entitled after
the Disability Effective Date to receive, disability and other benefits at
least equal to the most favorable of those generally provided by the Company
and its affiliated Companies to disabled executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect generally with respect to other peer
executives and their families at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive and/or the
Executive’s family, as in effect at any time thereafter generally with respect
to other peer executives of the Company and its affiliated companies and their
families.


 


(d) CAUSE; OTHER THAN FOR GOOD REASON. If the
Executive’s employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to the
Executive other than the obligation to pay to the Executive (x) his Annual Base
Salary through the Date of Termination, (y) the amount of any compensation
previously deferred by the Executive, and (z) Other Benefits, in each case to
the extent theretofore unpaid. If the Executive voluntarily terminates
employment during the Employment Period, excluding a termination for Good
Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, timely payment or provision of Other
Benefits. In such case, all Accrued Obligations shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of Termination.


 


7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this
Agreement shall prevent or limit the Executive’s continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract
or agreement except as explicitly modified by this Agreement.


 


8. FULL SETTLEMENT. The Company’s obligation to make
the payment provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment,


 


18

















 


defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains
other employment. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Executive or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section 7872(f)
(2) (A) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


9. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.


(a) Anything in this Agreement to the contrary
notwithstanding and except as set forth below, in the event it shall be
determined that any payment or distribution by the Company to or for the
benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 9) (a “Payment”) would be subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), then the Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that the Executive
is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of
the greatest amount (the “Reduced Amount”) that could be paid to the Executive
such that the receipt of Payments would not give rise to any Excise Tax, then
no Gross-Up Payment shall be made to the Executive and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.


 


(b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by KPMG Peat Marwick or such other certified public accounting firm as may be
designated by the Executive (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and the Executive within
15 business days of the receipt of notice from the Company. In the event that
the Accounting Firm is serving as accountant or auditor for


 


19

















 


the individual, entity or group effecting the Change of Control, the
Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm’s
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
(“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 9 (c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.


 


(c) The Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful, would require
the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as practicable but no
later than ten business days after the Executive is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. 
The Executive  shall not pay such
claim prior to the expiration of the 30-day period following the date on which
it gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:


 


(i) give the Company any information reasonably
requested by the Company relating to such claim,


 


(ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company.


 


(iii) cooperate with the Company in good faith in
order effectively to contest such claim, and


 


(iv) permit the Company to participate in any
proceedings relating to such claim;


 


provide, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this Section
9(c), the Company shall control all proceedings


 


20

















 


taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis
and shall indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. 
Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


 


(d) If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9 (c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject the Company’s complying with the requirements of Section 9 (c)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9 (c), a determination is
made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.


 


10. 
CONFIDENTIAL INFORMATION:  The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company
or any of its affiliated companies, and their respective businesses, which
shall have been obtained by the Executive during the Executive’s employment by
the Company or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by the Executive or representative of the
Executive in violation of this Agreement). 
After termination of the Executive’s employment with the Company, the
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it.  In no event shall an
asserted violation of the provisions of this Section 10 constitute a basis for
deferring or


 


21

















 


withholding any amounts otherwise payable to the Executive under this
Agreement.


 


11. 
SUCCESSORS. (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of
and be enforceable by the Executive’s legal representative.


 


(b) This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns.


 


(c) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise


 


12. MISCELLANEOUS. (a) This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.


 


(b) All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party or
by registered certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


IF TO THE EXECUTIVE:


 


IF TO THE COMPANY:    City National Bank


400 North Roxbury Drive


Beverly Hills, CA 90210


Attention: General Counsel


 


or to such other address as either party shall have furnished to the
other in


 


22

















 


writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.


 


(c) The invalidity of unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


(d) The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


 


(e) The Executive’s or the Company’s failure to insist
upon strict compliance with any provision of this Agreement or the failure to
assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason pursuant to Section 5(c)


 


(i) - (v) of this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of the Agreement.


 


(f) The Executive and the Company acknowledge that,
except as may otherwise be provided under any other written agreement between
the Executive and the Company, the employment of the Executive by the Company
is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date,
the Executive’s employment and/or this Agreement may be terminated by either
the Executive or the Company at any time prior to the Effective Date, in which
case the Executive shall have no further rights under this Agreement. From and
after the Effective Date of this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof.


 


IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


 


 


	
   

  	
  CITY NATIONAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By /s/ RICHARD SHEEHAN, JR.

  	
   

  
	
   

  	
  Richard Sheehan, Jr.

  	
   

  



 


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