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.
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12.
SEPARABILITY CLAUSE. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION HEREOF SHALL IN NO WAY AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION HEREOF.
13.
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.
14.
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:
EMPLOYER
RUSSELL GOLDSMITH
City National Bank
Mr. Russell Goldsmith
400 No. Roxbury Drive
400 N. Roxbury Drive
Beverly Hills, CA 90210
Beverly Hills, CA 90210
Attn: Michael B. Cahill
General Counsel
with copy to:
Adam D. Chinn
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
The parties hereto may change the above addresses from time to time by giving
notice thereof to each other in conformity with this Paragraph 14.
15.
CONFIDENTIALITY. GOLDSMITH COVENANTS AND
AGREES WITH EMPLOYER THAT GOLDSMITH SHALL NOT, DURING OR AFTER THE TERM OF THIS
AGREEMENT, DISCLOSE TO ANYONE ANY CONFIDENTIAL INFORMATION CONCERNING THE
BUSINESS OR OPERATIONS OF EMPLOYER 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 EMPLOYER IN ITS BUSINESS OR OPERATIONS.
16.
CONSTRUCTION. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA.
17.
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.
18.
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.
19.
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.
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20.
MANDATORY ARBITRATION. AT THE REQUEST OF
GOLDSMITH OR EMPLOYER, 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