Salary Continuation Agreement



 Exhibit 10.14 
 CANYON NATIONAL BANK 
 SALARY CONTINUATION AGREEMENT 
 THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 15th day of May, 2006, by and between CANYON NATIONAL BANK, a
nationally-chartered commercial bank located in Palm Springs, California (the “Bank”) and STEPHEN HOFFMANN (the “Executive”). 
 The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business
success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. 
 Article 1 
 Definitions

 Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 
  

	1.1	“Accrual Balance” means the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s
obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any
one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported annually by the Bank to the Executive.


  

	1.2	“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive determined
pursuant to Article 4. 

  

	1.3	“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan
Administrator to designate one or more Beneficiaries. 

  

	1.4	“Board” means the Board of Directors of the Bank as from time to time constituted. 

  

	1.5	“Change in Control” means (a) the sale of all or substantially all of the assets of the Bank; (b) the transfer of shares of the Bank’s voting common
stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than fifty percent (50%) of the Bank’s outstanding voting common stock, other than the acquisition of substantially
all of the outstanding common stock of the Bank by a holding company as the result of a holding company reorganization, which holding company is owned by the shareholders of the Bank as constituted immediately prior to such reorganization (a
“Holding Company Reorganization”); or (c) a merger or reorganization involving the Bank (other than the Holding Company Reorganization) after which more than fifty percent (50%) of the outstanding voting common stock of the
survivor of such merger or reorganization is no longer, directly or indirectly, owned by the shareholders of the Bank as constituted immediately prior to such merger or reorganization. 

  

	1.6	“Code” means the Internal Revenue Code of 1986, as amended. 

  

	1.7	“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six percent (6%). However, the Plan
Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance. 

  

	1.8	“Early Termination” means Separation from Service before Normal Retirement Age except when such Separation from Service occurs: (i) following a Change in
Control; or (ii) due to death or Termination for Cause. 

  

	1.9	“Effective Date” means January 1, 2006. 









	1.10	“Extraordinary Items” means those items recognized by Generally Accepted Accounting Principles as extraordinary that substantially affect shareholder equity and/or
the Bank’s assets. 

  

	1.11	“Normal Retirement Age” means the Executive attaining age sixty-five (65). 

  

	1.12	“Plan Administrator” means the plan administrator described in Article 6. 

  

	1.13	“Plan Year” means each twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the
Effective Date of this Plan and end on the following December 31. 

  

	1.14	“Return On Beginning Equity” or “ROBE” means the Bank’s after tax net income at the end of the most recent fiscal year, adjusted for
Extraordinary Items, divided by the Bank’s shareholder’s equity at the beginning of the fiscal year, as determined by the Bank’s independent auditor based upon certified financial statements for the pertinent year.


  

	1.15	“Separation from Service” means the termination of the Executive’s employment or other service with the Bank for reasons other than death. Whether a Separation
from Service takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank
following such termination. A termination of employment will not be considered a Separation from Service if: 

  

	 	(a)	the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the
immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned
during the final three full calendar years of employment (or, if less, such lesser period), or 

  

	 	(b)	the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the
services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of
the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period). 

  

	1.16	“Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank
is publicly traded on an established securities market or otherwise. 

  

	1.17	“Termination for Cause” means Separation from Service for: 

  

	 	(a)	Gross negligence or gross neglect of duties; 

  

	 	(b)	Commission of a felony; 

  

	 	(c)	Breach of fiduciary duty involving personal profit; 

  

	 	(d)	Willful and material violation of any agreement with, or order imposed by, the Comptroller of the Currency or any other bank regulatory authority; or 

  

	 	(e)	Fraud. 

  

	1.18	“Vested Retirement Benefit” means the Normal Retirement Benefit described in Section 2.1.1 that the Executive has earned as of the end of the Plan Year
preceding either: (i) Separation from Service; or (ii) the Executive’s death. 

 Article 2 
 Distributions During Lifetime 
  

	2.1	Normal Retirement Benefit. Upon the Executive reaching Normal Retirement Age while in the active service of the Bank, the Bank shall distribute to the Executive the benefit
described in this Section 2.1 as his “Normal Retirement Benefit” in lieu of any other benefit under this Article. 









	 	2.1.1 	Amount of Benefit. The initial annual benefit under this Section 2.1 is Twelve Thousand Dollars ($12,000), provided that the Bank achieves an ROBE of at least fifteen
percent (15%), as measured from January 1, 2006 to December 31, 2006. The annual benefit shall be increased by an additional Twelve Thousand Dollars ($12,000), provided that the Bank achieves an ROBE of at least fifteen percent (15%), as
measured from January 1, 2007 to December 31, 2007. Furthermore, the annual benefit shall be increased by an additional Twelve Thousand Dollars ($12,000), provided that the Bank achieves an ROBE of at least fifteen percent (15%), as
measured from January 1, 2008 to December 31, 2008. 

  

	 	2.1.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month
following the Executive attaining Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.2	Early Termination Benefit. Upon the Executive’s Early Termination, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Article. 

  

	 	2.2.1 	Amount of Benefit. The benefit under this Section 2.2 is one hundred percent (100%) of the Vested Retirement Benefit. 

  

	 	2.2.2 	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month
following the Executive attaining Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.3	Change in Control Benefit. Upon a Change in Control, followed by the Executive’s Separation from Service, the Bank shall distribute to the Executive the benefit
described in this Section 2.3 in lieu of any other benefit under this Article. 

  

	 	2.3.1 	Amount of Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit described in Section 2.1.1., calculated (i) as if the Executive
remains in the continuous employ with the Bank until January 1, 2009; and (ii) the Bank achieved a ROBE of at least fifteen percent (15%) from the beginning of the year in which such Change in Control occurs until January 1,
2009, provided that for all years prior to the year in which the Change in Control occurs, Executive’s Normal Retirement Benefit shall be calculated based on the actual ROBE for such years. 

  

	 	2.3.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month
following the Executive attaining Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	 	2.3.3 	Parachute Payments. Notwithstanding any provision of this Agreement to the contrary, to the extent any distribution(s), if made, under this Section 2.3 would be treated
as an “excess parachute payment” under Section 280G of the Code, the Bank shall reduce or delay the distribution(s) to eliminate any excess parachute payment as determined by the Bank. 

  

	2.4	Restriction on Timing of Distribution. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation
from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of
such Separation from Service. Therefore, in the event this Section 2.4 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service
shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified. 

  

	2.5	 Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any portion of the Accrual Balance into the Executive’s
income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax 











	 	 
liability can be covered by the participant’s vested Accrual Balance, a distribution shall be made as soon as is administratively practicable following
the discovery of the plan failure. 


 Article 3 
 Distribution at Death 
  

	3.1	Death During Active Service. If the Executive dies while in the active service of the Bank, the Bank shall distribute to the Beneficiary the benefit described in this
Section 3.1. This benefit shall be distributed in lieu of the benefits under Article 2. 

  

	 	3.1.1 	Amount of Benefit. The benefit under this Section 2.2 is one hundred percent (100%) of the Vested Retirement Benefit. 

  

	 	3.1.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing with the month following
the month in which the date of death occurs. The annual benefit shall be distributed to the Beneficiary for a period of fifteen (15) years. 

  

	3.2	Death During Distribution of a Benefit. If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions,
the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived. 

  

	3.3	Death After Separation from Service But Before Benefit Distributions Commence. If the Executive is entitled to benefit distributions under this Agreement, but
dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty
(30) days following receipt by the Bank of the Executive’s death certificate. 

 Article 4 
 Beneficiaries 
  

	4.1	Beneficiary. The Executive shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefit distributions under this Agreement upon the death of the
Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other plan of the Bank in which the Executive participates. 

  

	4.2	Beneficiary Designation: Change; Spousal Consent. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to
the Plan Administrator or its designated agent. If the Executive names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Plan Administrator, must be signed by the Executive’s spouse and
returned to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently
dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to
time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form
filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death. 

  

	4.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent. 

  

	4.4	No Beneficiary Designation. If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the
Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive’s estate. 









	4.5	Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent, or to a
person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person
or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the
Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount. 

 Article 5 
 General Limitations 
  

	5.1	Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if Executive’s
employment with the Bank is terminated due to a Termination for Cause. 

  

	5.2	Suicide. No benefits shall be distributed if the Executive commits suicide within two years after the Effective Date of this Agreement. 

  

	5.3	Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to
a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act. 

 Article 6 
 Administration of Agreement 
  

	6.1	Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall
appoint. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all
questions including interpretations of this Agreement, as may arise in connection with the Agreement. 

  

	6.2	Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank. 

  

	6.3	Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. 

  

	6.4	Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members. 

  

	6.5	Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the retirement, death, or Separation from Service of the Executive, and such other pertinent information as the Plan Administrator may reasonably require. 

  

	6.6	Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth
the benefits to be distributed under this Agreement. 








 Article 7 
 Claims and Review Procedures 
  

	7.1	Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be distributed shall
make a claim for such benefits as follows: 

  

	 	7.1.1 	Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. 

  

	 	7.1.2 	Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator
determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day
period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. 

  

	 	7.1.3 	Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan
Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: 

  

	 	(a)	The specific reasons for the denial; 

  

	 	(b)	A reference to the specific provisions of the Agreement on which the denial is based; 

  

	 	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; 

  

	 	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and 

  

	 	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. 

  

	7.2	Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial, as follows: 

  

	 	7.2.1 	Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Plan Administrator’s notice of denial, must file with the
Plan Administrator a written request for review. 

  

	 	7.2.2 	Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating
to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits. 

  

	 	7.2.3 	Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit determination. 

  

	 	7.2.4 	Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan
Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the
initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. 

  

	 	7.2.5	Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth: 

  

	 	(a)	The specific reasons for the denial; 









	 	(b)	A reference to the specific provisions of the Agreement on which the denial is based; 

  

	 	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant’s claim for benefits; and 

  

	 	(d)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a). 

 Article 8 
 Amendments and Termination 
  

	8.1	Amendments or Terminations. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally
amend this Agreement to conform with written directives to the Bank from its auditors or banking regulators or to comply with legislative or tax law, including without limitation Section 409A of the Code and any and all regulations and guidance
promulgated thereunder. 

  

	8.2	Plan Terminations Under Section 409A. The Bank may make distributions in the following circumstances, in accordance with Section 409A of the Code or the regulations
thereunder: 

  

	 	(a)	Within thirty (30) days before, or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following
such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements
are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; 

  

	 	(b)	Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income
in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution
is administratively practical; or 

  

	 	(c)	Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all
distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following
the date of such termination. 

 The Bank may distribute the Accrual Balance to the Executive in a lump sum subject to the above
terms, determined as of the date of the termination of the Agreement for the entire Normal Retirement Benefit calculated as if (i) the Executive had remained as of the date of termination in the continuous employ of the Bank until
January 1, 2009, and (ii) the Bank achieved a ROBE of at least fifteen percent (15%) for all years from the beginning of the year in which the termination occurs until January 1, 2009, provided that for all years ended prior to
the year in which the termination occurs, Executive’s Normal Retirement Benefit shall be calculated based on the actual ROBE for such years. 
 Article 9 
 Miscellaneous 
  

	9.1	Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees. 


 

	9.2	No Guarantee of Employment. This Agreement is not a contract for employment, and Executive’s employment is “at will” except to the extent expressly provided in
any written employment agreement between the Bank and Executive. It does not give the Executive the right to remain as an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the
Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time. 









	9.3	Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner. 

  

	9.4	Tax Withholding. The Bank shall withhold any taxes that are required to be withheld, under Section 409A of the Code and regulations thereunder, from the benefits
provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). 

  

	9.5	Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of CALIFORNIA, except to the extent preempted by the laws of the United
States of America. 

  

	9.6	Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits represent
the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on
the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim. 

  

	9.7	Reorganization. The Bank shall not merge or consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm, or
person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used in this Agreement shall be deemed
to refer to the successor or survivor bank. 

  

	9.8	Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the
Executive by virtue of this Agreement other than those specifically set forth herein. 

  

	9.9	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the
feminine and use of the singular includes the plural. 

  

	9.10	Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement, the Bank or Plan
Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank. 

  

	9.11	Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.


  

	9.12	Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein. 

  

	9.13	Notice. Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below: 

 Canyon National Bank 
 Attn: Jonathan J. Wick 
 Executive Vice
President/Chief 
 Financial Officer/Chief Operating 
 Officer 
 1711 East Palm Canyon Dr 
 Palm Springs, CA 92264 
 Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. 







 Any notice or filing required or permitted to be given to the Executive under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive. 
  

	9.14	Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the
requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement. 

  

	9.15	Rescissions. Any modification to the terms of this Agreement that would inadvertently result in an additional tax liability on the part of the Executive, shall have no effect
to the extent the change in the terms of the plan is rescinded by the earlier of a date before the right is exercised (if the change grants a discretionary right) and the last day of the calendar year during which such change occurred.


 IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement. 

 

									
	EXECUTIVE:	 		 	BANK:
			
		 		 	CANYON NATIONAL BANK
				
	 /s/ Stephen Hoffmann
	 		 	 By
	 	 /s/ Richard Shalhoub

	 Stephen Hoffmann
	 		 	Title	 	 Chairman, Compensation Committee