"RECENT ANNUAL BONUS" SHALL MEAN THE PARTICIPANT'S TARGET ANNUAL
PERFORMANCE BONUS FOR THE YEAR DURING WHICH THE CHANGE IN CONTROL OCCURS.
3.
ELIGIBILITY.
AN EMPLOYEE SHALL BE A
PARTICIPANT IN THE PLAN IF THE EMPLOYEE (A) IS A MEMBER OF CITY NATIONAL'S
STRATEGY AND PLANNING COMMITTEE AS OF IMMEDIATELY PRIOR TO A CHANGE IN CONTROL;
(B) IS NOT PARTY TO A CHANGE IN CONTROL EMPLOYMENT AGREEMENT WITH THE COMPANY AS
OF IMMEDIATELY PRIOR TO A CHANGE IN CONTROL; (C) IS NOT A PARTICIPANT IN ANOTHER
CHANGE IN CONTROL SEVERANCE PLAN AS OF IMMEDIATELY PRIOR TO THE CHANGE IN
CONTROL; AND (D) DOES NOT HAVE A SEPARATE WRITTEN AGREEMENT WITH THE COMPANY
PROVIDING THAT HE OR SHE WILL NOT BE ELIGIBLE TO RECEIVE PAYMENTS AND/OR
BENEFITS DUE TO A CHANGE IN CONTROL.
4.
SEPARATION BENEFITS.
(A)
QUALIFIED TERMINATION.
IN THE EVENT THAT A
PARTICIPANT SUFFERS A QUALIFIED TERMINATION,
(I)
THE COMPANY SHALL PAY TO THE
PARTICIPANT, IN A LUMP SUM IN CASH WITHIN 30 DAYS AFTER THE DATE OF TERMINATION,
THE AGGREGATE OF THE FOLLOWING AMOUNTS:
(A)
THE SUM OF (1) THE PARTICIPANT'S ANNUAL BASE
SALARY THROUGH THE DATE OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID,
(2) THE PARTICIPANT'S BUSINESS EXPENSES THAT HAVE NOT BEEN REIMBURSED BY THE
COMPANY AS OF THE DATE OF TERMINATION; (3) THE PARTICIPANT'S ANNUAL BONUS FOR
THE FISCAL YEAR IMMEDIATELY PRECEDING THE FISCAL YEAR IN WHICH THE DATE OF
TERMINATION OCCURS, IF SUCH BONUS HAS NOT BEEN PAID AS OF THE DATE OF
TERMINATION; (4) ANY ACCRUED VACATION PAY TO THE EXTENT NOT THERETOFORE PAID
(THE SUM OF THE AMOUNTS DESCRIBED IN SUBCLAUSES (1), (2), (3) AND (4), THE
"ACCRUED OBLIGATIONS") AND (5) AN AMOUNT EQUAL TO THE PRODUCT
6
OF (X) THE HIGHEST ANNUAL BONUS AND (Y) A FRACTION, THE NUMERATOR OF WHICH IS
THE NUMBER OF DAYS IN THE CURRENT FISCAL YEAR THROUGH THE DATE OF TERMINATION
AND THE DENOMINATOR OF WHICH IS 365 (THE "PRO RATA BONUS"); PROVIDED, THAT
NOTWITHSTANDING THE FOREGOING, IF THE PARTICIPANT HAS MADE AN IRREVOCABLE
ELECTION UNDER ANY DEFERRED COMPENSATION ARRANGEMENT SUBJECT TO SECTION 409A OF
THE CODE TO DEFER ANY PORTION OF THE ANNUAL BASE SALARY OR ANNUAL BONUS
DESCRIBED IN CLAUSE (1) OR (3) ABOVE, THEN FOR ALL PURPOSES OF THIS SECTION 4,
SUCH DEFERRAL ELECTION, AND THE TERMS OF THE APPLICABLE ARRANGEMENT SHALL APPLY
TO THE SAME PORTION OF THE AMOUNT DESCRIBED IN SUCH CLAUSES (1) OR (3), AND SUCH
PORTION SHALL NOT BE CONSIDERED AS PART OF THE "ACCRUED OBLIGATIONS" BUT SHALL
INSTEAD BE AN "OTHER BENEFIT" (AS DEFINED BELOW); AND
(B)
THE AMOUNT EQUAL TO THREE
TIMES THE SUM OF
(X) THE PARTICIPANT'S ANNUAL BASE SALARY AND (Y) THE HIGHEST ANNUAL BONUS; AND
(C)
AN AMOUNT EQUAL TO THE CONTRIBUTIONS TO THE
PARTICIPANT'S ACCOUNT IN THE COMPANY'S PROFIT SHARING PLAN WHICH THE PARTICIPANT
WOULD RECEIVE IF THE PARTICIPANT'S EMPLOYMENT CONTINUED FOR THREE YEARS AFTER
THE DATE OF TERMINATION ASSUMING FOR THIS PURPOSE THAT ALL SUCH CONTRIBUTIONS
ARE FULLY VESTED, AND, ASSUMING THAT