SHALL TERMINATE AS OF
THE END OF THE TERM HEREOF AND EMPLOYER SHALL PAY GOLDSMITH, FROM AND AFTER THE
EXPIRATION OF THE TERM HEREOF, THE SAME AMOUNTS AND PROVIDE HIM WITH THE SAME
BENEFITS FOR THE SAME PERIOD IT WOULD HAVE PAID AND PROVIDED HIM PURSUANT TO
SUBPARAGRAPH 10(B) HAD HIS EMPLOYMENT BEEN TERMINATED WITHOUT CAUSE IMMEDIATELY
PRIOR TO THE END OF THE TERM HEREOF, INCLUDING, WITHOUT LIMITATION, THE VESTING
OF STOCK OPTIONS AND THE LAPSING OF FORFEITURE RESTRICTIONS ON RESTRICTED STOCK
AWARDS AND RESTRICTED STOCK UNITS TO THE EXTENT SPECIFIED IN PARAGRAPH 7. FOR
PURPOSES OF THIS SUBPARAGRAPH 10(F), THE "EMPLOYER'S PEER GROUP" SHALL CONSIST
OF TEN BANKS COMPARABLE TO CNB AS TO SIZE AND PERFORMANCE AND AS AGREED TO BY
EMPLOYER AND GOLDSMITH AND THE COMPENSATION WHICH SHALL BE EMPLOYED IN
DETERMINING WHETHER THE COMPENSATION OFFERED GOLDSMITH WAS AT LEAST EQUIVALENT
TO THE EIGHTIETH PERCENTILE FOR CHIEF EXECUTIVE OFFICERS OF EMPLOYER'S PEER
GROUP COMPENSATION SHALL MEAN THE TOTAL COMPENSATION (ALL FORMS OF PAY DISCLOSED
IN THE PROXY STATEMENTS). IF GOLDSMITH AND EMPLOYER SHALL BE UNABLE TO AGREE BY
THE NINETIETH (90TH) DAY PRIOR TO THE END OF THE TERM HEREOF AS TO THE IDENTITY
OF THE BANKS CONSTITUTING THE "EMPLOYER'S PEER GROUP", THE TEN COMPANIES
CONSTITUTING EMPLOYER'S PEER GROUP SHALL BE DETERMINED BY SEMLER BROSSY
CONSULTING GROUP OR ANY SIMILAR FIRM AGREED TO BY EMPLOYER AND GOLDSMITH.
(G)
OFFICE SPACE AND SECRETARIAL SUPPORT. FROM
AND AFTER THE EXPIRATION OF THE TERM OF THIS AGREEMENT OR THE AMENDED EMPLOYMENT
AGREEMENT OR IF GOLDSMITH'S EMPLOYMENT IS TERMINATED OTHER THAN PURSUANT TO
SUBPARAGRAPH 10(A) (OR SECTION 5(A) OF THE AMENDED EMPLOYMENT AGREEMENT IF IT IS
THEN IN EFFECT) FOR CAUSE OR OTHER THAN PURSUANT TO SUBPARAGRAPH 10(D) ON
ACCOUNT OF HIS DEATH, EMPLOYER SHALL PROVIDE GOLDSMITH (AT NO COST OR EXPENSE TO
GOLDSMITH) FOR A PERIOD OF THREE YEARS WITH AN OFFICE IN HIS CURRENT OFFICE SITE
IN BEVERLY HILLS, CALIFORNIA OR NEARBY OF SIZE, FURNISHINGS AND OTHER
APPOINTMENTS AND EXCLUSIVE PERSONAL SECRETARIAL SUPPORT COMPARABLE TO THAT
PROVIDED GOLDSMITH AT ANY TIME DURING THE ONE HUNDRED TWENTY (120) DAY PERIOD
PRIOR TO THE EXPIRATION OF THE TERM OR TERMINATION OF HIS EMPLOYMENT.
(H)
SECTION 409A. NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS AGREEMENT, TO THE EXTENT REQUIRED IN ORDER TO COMPLY WITH
SECTION 409A OF THE CODE, CASH AMOUNTS THAT WOULD OTHERWISE BE PAYABLE UNDER
THIS AGREEMENT (INCLUDING THE SUPPLEMENTAL RETIREMENT BENEFIT SET FORTH IN
APPENDIX A TO THIS AGREEMENT) DURING THE SIX-MONTH PERIOD IMMEDIATELY FOLLOWING
THE DATE OF TERMINATION SHALL INSTEAD BE PAID, WITH INTEREST ON ANY DELAYED
PAYMENT AT THE APPLICABLE FEDERAL RATE PROVIDED FOR IN SECTION 7872(F)(2)(A) OF
THE CODE, ON THE FIRST BUSINESS DAY AFTER THE DATE THAT IS SIX MONTHS FOLLOWING
THE EXECUTIVE'S "SEPARATION FROM SERVICE" WITHIN THE MEANING OF SECTION 409A.
11.
ENTIRE AGREEMENT; MODIFICATION; WAIVER. THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE
SUBJECT MATTER CONTAINED THEREIN AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS OF THE PARTIES. NO