Exhibit 10.49


 


FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of April 3, 2009, 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 14, 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, and further
amended December 22, 2008 in recognition of the requirements of Internal
Revenue Code Section 409A; and


 


WHEREAS,
the parties wish to amend
the Agreement to further extend the term for an additional one year until May 14,
2010, 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.              Section 5 of the Agreement is amended by
deleting the first sentence of Section 5 and substituting the following sentence
in its place: “Unless cancelled by subsequent amendment, for
the fiscal year 2009, and all subsequent years in which the term of this Agreement is extended, Goldsmith shall
be eligible for an annual incentive bonus based upon company and individual
performance in an amount not to exceed $150,000, and the total amount paid to Mr. Goldsmith
pursuant to paragraphs 4 and 5 of this Agreement shall not exceed $500,000.”


 


3.              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.


 


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


 


5.             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