OF THE MEMBERS OF THE BOARD OF DIRECTORS
(OR, FOR A NON-CORPORATE ENTITY, EQUIVALENT GOVERNING BODY) OF THE COMPANY
RESULTING FROM SUCH BUSINESS COMBINATION WERE MEMBERS OF THE INCUMBENT BOARD AT
THE TIME OF THE EXECUTION OF THE INITIAL AGREEMENT, OR OF THE ACTION OF THE
BOARD, PROVIDING FOR SUCH BUSINESS COMBINATION; OR
(IV)
APPROVAL BY THE SHAREHOLDERS OF THE COMPANY OF
A COMPLETE LIQUIDATION OR DISSOLUTION OF THE COMPANY.
(F)
CODE.
THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED FROM TIME TO TIME.
(G)
COMMITTEE.
SUBJECT TO SECTION 13, THE
COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD, OR ITS DULY
AUTHORIZED DESIGNEE.
3
(H)
COMPANY.
CITY NATIONAL CORPORATION, AN
AFFILIATED COMPANY, AND ANY SUCCESSOR(S) THERETO OR, IF APPLICABLE, THE ULTIMATE
PARENT OF ANY SUCH SUCCESSOR.
(I)
DATE OF TERMINATION.
THE DATE OF
RECEIPT OF A NOTICE OF TERMINATION FROM THE COMPANY OR THE PARTICIPANT, AS
APPLICABLE, OR ANY LATER DATE SPECIFIED IN THE NOTICE OF TERMINATION, WHICH DATE
SHALL NOT BE MORE THAN 30 DAYS AFTER THE GIVING OF SUCH NOTICE.
THE COMPANY AND
THE PARTICIPANT SHALL TAKE ALL STEPS NECESSARY (INCLUDING WITH REGARD TO ANY
POST-TERMINATION SERVICES BY THE PARTICIPANT) TO ENSURE THAT ANY TERMINATION
UNDER THIS PLAN CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF
SECTION 409A OF THE CODE, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE DATE ON WHICH SUCH SEPARATION FROM SERVICE TAKES PLACE SHALL BE
THE "DATE OF TERMINATION."
IF THE PARTICIPANT'S EMPLOYMENT IS TERMINATED BY
REASON OF DEATH, THE DATE OF TERMINATION SHALL BE THE DATE OF DEATH OF THE
PARTICIPANT.
IF THE PARTICIPANT'S EMPLOYMENT IS TERMINATED BY REASON OF
DISABILITY, THE DATE OF TERMINATION SHALL BE THE DATE OF THE COMPANY
DETERMINATION AS PROVIDED IN SECTION 2.(J), BELOW.
(J)
DISABILITY.
A TERMINATION FOR
"DISABILITY" SHALL HAVE OCCURRED IF THE COMPANY DETERMINES IN GOOD FAITH THAT
THE PARTICIPANT HAS BEEN ABSENT FROM HIS OR HER DUTIES WITH THE COMPANY ON A
FULL-TIME BASIS FOR 180 CONSECUTIVE BUSINESS DAYS AS A RESULT OF INCAPACITY DUE
TO MENTAL OR PHYSICAL ILLNESS THAT IS DETERMINED TO BE TOTAL AND PERMANENT BY A
PHYSICIAN SELECTED BY THE COMPANY OR ITS INSURERS AND ACCEPTABLE TO THE
EXECUTIVE OR THE EXECUTIVE'S LEGAL REPRESENTATIVE (SUCH AGREEMENT AS TO
ACCEPTABILITY NOT TO BE UNREASONABLY WITHHELD).
(K)
EFFECTIVE DATE.
DECEMBER 31, 2008.
(L)
HIGHEST ANNUAL BONUS.
THE GREATER OF
(I) THE RECENT ANNUAL BONUS AND (II) THE ANNUAL BONUS PAID OR PAYABLE, INCLUDING
ANY BONUS OR PORTION THEREOF THAT HAS BEEN EARNED BUT DEFERRED (AND ANNUALIZED
FOR ANY FISCAL YEAR CONSISTING OF LESS THAN 12 FULL MONTHS OR DURING WHICH THE
PARTICIPANT WAS EMPLOYED FOR LESS THAN 12 FULL MONTHS), FOR THE MOST RECENTLY
COMPLETED FISCAL YEAR FOLLOWING THE CHANGE IN CONTROL, IF ANY.
(M)
GOOD REASON.
"GOOD REASON" MEANS ACTIONS
TAKEN BY THE COMPANY THAT RESULT IN A MATERIAL NEGATIVE CHANGE IN THE EMPLOYMENT
RELATIONSHIP.
FOR THESE PURPOSES, A "MATERIAL NEGATIVE CHANGE IN THE EMPLOYMENT
RELATIONSHIP" SHALL INCLUDE, WITHOUT LIMITATION:
(I)
THE ASSIGNMENT TO THE PARTICIPANT