Exhibit 10.7

 

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of February 9, 2010, 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”), on the other hand.

 

WHEREAS, the parties have entered into that certain Employment Agreement, dated as of May 15, 2003, as amended (as amended, the “Agreement”);

 

WHEREAS, the initial term of the Agreement was two years from May 15, 2003 to May 15, 2005, as amended to extend the term for an additional two years to May 15, 2007, further amended to extend the term for an additional year to May 14, 2008, further amended to extend the term for an additional year until May 14, 2009, further amended December 22, 2008 in recognition of the requirements of Internal Revenue Code Section 409A, and further amended to extend the term for an additional year to May 14, 2010; and

 

WHEREAS, the parties wish to amend the Agreement to further extend the term for an additional one year until May 14, 2011, and the Board of Directors of CNB and CNC have approved the extension of the term of the Agreement for an additional one year on the same terms and conditions as in effect currently;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.             All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.

 

2.             Goldsmith’s agreement and acceptance of the compensation hereunder, including any incentive bonus, is made expressly subject to any existing and future conditions, requirements, limitations, prohibitions, and restrictions in the Emergency Economic Stabilization Act of 2008 as amended by the American Recovery and Reinvestment Act of 2009, any regulations promulgated thereunder, any order or directive issued by applicable authorities, or in accordance with the terms of CNB and/or CNB’s participation in the Troubled Asset Relief Program’s - Capital Purchase Program with the U.S. Treasury (TARP participation). These conditions, requirements, limitations, prohibitions, and restrictions may result in possible required repayment, forfeiture, reimbursement, or rescission of compensation, as may be determined or required by CNC and/or CNC in its reasonable discretion, or by applicable authorities, in order to fully comply with any applicable laws, regulations or CNC and/or CNB’s TARP participation.  Goldsmith should consider these risks and limitations carefully. Goldsmith’s acceptance of the compensation hereunder is made expressly on these conditions, requirements, limitations, prohibitions and restrictions.

 











 

3.             Except as amended hereby, the Agreement shall remain in full force and effect.

 

4.             This Amendment shall be governed by, and construed in accordance with, the laws of the State of California.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the date first written above.

 

 

	
/s/   Bram Goldsmith
    	
 
    	
 
    	
 
    
	
Bram   Goldsmith
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
CITY   NATIONAL CORPORATION
    	
 
    	
CITY   NATIONAL BANK
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Michael B. Cahill
    	
 
    	
By:
    	
/s/   Michael B. Cahill
    
	
Name:   Michael B. Cahill
    	
 
    	
Name:
    	
Michael   B. Cahill
    
	
Title:   EVP, Secretary & General Counsel
    	
 
    	
Title:
    	
EVP,   Secretary & General Counsel