Exhibit
10.48


 





 




	
   

  	
  Kate Dwyer

   

  	
  Executive Vice
  President

  Executive
  Management-Executive

  
	
   

  	
   

  	
   

  
	
  January 12,
  2009

  	
   

  	
  REVISED

  






 


Mr. Richard Gershen


7037 Garden Terrace Lane


Charlotte, NC  28210


 


Dear Rich:


 


On
behalf of City National Bank, I am pleased to confirm our offer of employment
to you as outlined below:


 


POSITION


 


Executive
Vice President, Wealth Management.  You
will be a member of the Bank’s Executive Committee.  In this position you will report directly to
the Chief Executive Officer.


 


BASE
SALARY


 


You
will receive a base salary of $33,333.34 per month, payable in equal
installments on the fifteenth and last day of the month.


 


INCENTIVE COMPENSATION


 


As
a member of the Bank’s Executive Committee, you will be eligible to participate
in our Executive Management Bonus Plan. 
Your bonus target is 150% of your annual base salary, and may be as much
as 200% of your annual base salary depending upon performance against
pre-established goals.  For 2009, you
will receive a bonus guarantee no less than 100% of your annual incentive
target to be paid on or around March 15, 2010 contingent upon your
continuing to be employed by the Bank at the time bonuses are paid.  Under the terms of the bonus plan to be
developed and mutually agreed upon, 50% of your annual bonus is determined
based on the Corporation’s performance relative to the financial goal for the
Corporation’s Net Operating Income in accordance with the formula established
annually by the Strategy & Planning Committee.  50% of your annual bonus is determined based
on performance relative to the financial goal for your Division’s Net Operating
Income in accordance with the formula established annually by the Strategy &
Planning Committee.


 


	
  555
  South Flower Street, Eighteenth Floor  Los
  Angeles, CA 90071

  	
  Member FDIC

  
	
  T:
  213.673.9123  F: 213.673.9100  kate.dwyer@cnb.com

  



 

















 


SIGNING BONUS


 


You will receive a one time
signing bonus in the gross amount of $250,000 less applicable taxes, as soon as
administratively possible following your start date and the completion of
background checks (including fingerprint clearance).  The
full amount of this bonus must be repaid to City National Bank on your last day
of employment with the Bank if you voluntarily leave the employment of the Bank
before one year has elapsed from your start date.


 


AUTOMOBILE
ALLOWANCE


 


As
an Executive Committee Member of the Bank you will receive an automobile
allowance in the gross amount of $1,000 per month, payable in equal
installments on the fifteenth and last day of the month.


 


RELOCATION BENEFIT


 


You
will receive a relocation bonus in the amount of $150,000 less applicable
payroll deductions, as soon as administratively possible following your start
date.


 


This
is intended to cover the costs associated with temporary housing, selling your
existing home, new home closing, travel expenses, and any incidental expenses
associated with your move.


 


The
cost of moving your household goods and storage of those household goods will
be paid by the bank in an amount not to exceed $25,000.


 


If
you voluntarily terminate your employment with City National Bank prior to the
end of one year following your start date, you must reimburse all relocation
expenses paid by the company.


 


STOCK
AWARD PROGRAM


 


Subject
to approval by the Corporation’s Compensation, Nominating and Governance
Committee, you will receive $500,000 of equivalent value of a Non-Qualified
Stock Option grant and a Restricted Stock grant of City National Corporation
common stock.  Equivalent value will be determined
by using standard stock option and restricted stock valuation practices at City
National.  The date of issuance will be
your start date or the date of Committee action, whichever occurs last.  The per share grant price of the options will
be the fair market value on the date of issuance.  These options will vest 25% on each
anniversary date of the grant until 100% vested, provided you continue to be
employed by the Company.  


 


2

















 


The
restricted shares will vest on a five-year schedule, 25% on each anniversary
grant date beginning after two years, again provided you continue to be
employed by the Company.  You will be
eligible to receive annual equity grants in accordance with bank practice.  It is anticipated that the annual equity grant
value will be in the range of $400,000 to $600,000 depending on your
performance.  You will be required to
hold some City National Corporation stock as part of the Bank’s stock ownership
program.  Complete details about the
stock program will be provided after your employment commences.


 


The
Company’s stock award program does not currently provide for vesting or
continued vesting of equity awards upon a participant’s retirement on or after
age 65.  The Company has agreed, subject to applicable law and accounting
considerations, continued employment, as well as the approval of the
Compensation, Nominating and Governance Committee, to structure your overall
compensation with respect to periods of service beginning January 1, 2016,
if any, so that you have an opportunity to retire at age 65, if so desired,
without forfeiting such amounts.  Any such retirement feature may be
conditioned upon and subject to your continued compliance with restrictive
covenants following your retirement on or after age 65.  The structure will be agreed to in writing no
later than June 30, 2009.


 


DEFERRED
COMPENSATION


 


As
an Executive Vice President of the Bank, you will be eligible to participate in
the Executive Deferred Compensation Plan in accordance with the terms of that
Plan, as amended from time to time. Details about the Plan will be provided
after your employment commences.


 


CHANGE
OF CONTROL SEVERANCE


 


In
the event of a change of control of City National Corporation that results in
your termination of employment, in accordance with the terms of the City
National Corporation Executive Committee Change in Control Severance Plan, you
will be entitled to receive two year’s base salary, bonus, and other benefits.


 


SEVERANCE


 


If
your employment is involuntarily terminated for any reason other than for: (1) cause,
or (2) change of control, within the first 24 months of your employment,
you will receive as severance 150% of your annual base salary, which amount
will be paid in lump sum within 30 days following termination of employment
without any discount.  After two years,
any such payment will be 100% of your base salary, which amount will be paid in
a lump sum within 30 days following termination of employment without any
discount.


 


3

















 


Termination of employment for cause shall mean engaging in illegal
conduct or gross misconduct, which is materially and demonstrably injurious to
the Company.


 


PROFIT
SHARING


 


To
the extent permitted by the Plan, you may become a participant in the City
National Corporation Profit Sharing Plus Plan, the Bank’s 401(k)/Profit Sharing
Plan, on the first of the month following your start date.


 


HEALTH, LIFE AND DISABILITY INSURANCE


 


You
will be eligible to participate in the Bank’s
CNBenefits program effective the first day of the
month following your date of hire, in accordance with the terms and
conditions of the program.  If your hire date is the first working day of
the month, your benefits will be effective on your date of hire.


 


ADDITIONAL
BENEFITS


 


You will be eligible for four weeks time off per
year, with pay, to be used at your discretion as your schedule permits and with
concurrence from your manager.  This will
be prorated in 2008 based on your start date. 
This time off is not a “vested” vacation benefit.


 


OTHER
MATTERS


 


This offer of employment is contingent upon submission
to fingerprinting, and confirmation from the Federal Bureau of Investigation
that you have not been convicted of, 1) any criminal offense involving
dishonesty, a breach of trust, or money laundering, (certain limited exceptions
apply) or 2), any criminal offense that would have a direct  relationship
to your employment with the Bank or that would cause an unreasonable risk to
persons or property.


 


Additionally,
this offer is contingent upon the successful completion of reference and
background checking.  Although we expect a rewarding and productive
relationship, please remember that employment with City National Bank is “at
will”.  No one other than the Chief
Executive Officer or the Chairman of the Board of the Bank has any authority to
establish or enter into any contract regarding your employment which is
different from “at will” status, and any such agreement must be in writing.


 


4

















 


As a newly hired colleague at City National Bank,
you will be required to enter into a Mutual Agreement for Dispute Resolution as
a condition to employment by the Bank.  This agreement provides procedures
for resolving most disputes between the colleague and the Bank by arbitration,
and waives both parties’ right to a jury trial for such disputes.  Enclosed is a copy for your review and
signature.


 


You will need to complete the City National Bank
Application for Employment, City National Bank Employment Applicant
Self-Identification Form.  Enclosed is
the Notification Authorization to Conduct Employment Background
Investigation.  Please return the
completed document to us as soon as possible.


 


I
also want to take this opportunity to remind you that you must not remove any
confidential written or electronic materials from your current or prior
employers, or bring  any such
materials to City National Bank.  In addition, in your work at City
National Bank, you may not use any information obtained during your pre-City
National Bank employment, including, without limitation, marketing strategies,
product development, pricing information, and customer and personnel lists, to
the extent that such information was confidential with your prior employer(s).


 


Rich,
we are delighted to have you join our team. 
We know that you will enjoy being an integral part of our success.  Please call me at (213) 673-9123 if you have
any questions or need any additional information.


 


 


	
  We
  all look forward to welcoming you to City National.

  	
   

  
	
   

  	
   

  
	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  

  	
   

  



 


 


Please
sign here and return to me to show your acceptance of our offer.  The enclosed copy is for your file.


 


I
accept the above offer.


 


 




	
  /s/ Richard Gershen

  	
   

  	
   

  
	
  Richard
  Gershen

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  DATE:
  January 12, 2009

  	
   

  	
   

  






 


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