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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of the 15th day of May, 2001 by and
between BRAM GOLDSMITH ("Goldsmith"), on the one hand, and CITY NATIONAL
CORPORATION, a Delaware corporation ("CNC") and CITY NATIONAL BANK, a National
Banking Association ("CNB"). CNC and CNB being sometimes referred to
collectively herein as "CNB" and "CNC".
1. Employment. CNC hereby employs Goldsmith, and Goldsmith hereby accepts
employment, under the terms and conditions hereafter set forth.
2. Duties. Goldsmith shall be employed as the Chairman of the Board of CNC
and as an untitled officer of CNB, and his duties shall be consistent with such
office and position. Substantially all of Goldsmith's duties shall be performed
in Los Angeles and Beverly Hills, California and unless mutually agreed upon by
Goldsmith and CNC, Goldsmith shall be headquartered in Beverly Hills,
California.
3. Term. Subject to the provisions for termination as hereinafter
provided, the term of this Agreement shall be deemed to commence on May 15, 2001
and shall terminate two (2) years thereafter.
4. Annual Compensation. In addition to fringe benefits and reimbursement
of expenses consistent with Goldsmith's duties and position, CNC shall pay
Goldsmith as annual compensation, payable in equal semimonthly payments, the sum
of Five Hundred Forty Thousand Dollars ($540,000) during the term hereof.
5. Incentive Bonus. Goldsmith shall be paid an annual incentive bonus,
provided however, that the amount of such incentive bonus for any year in terms
of a percentage of Goldsmith's then annual salary shall be no less than the mean
between the high and low percentages of annual salary paid as a bonus to any
other member of CNC's or CNB's Strategy & Planning Committee, but in no event
shall the total amount paid to Mr. Goldsmith pursuant to Paragraphs 4 and 5 of
this Agreement with respect to any one fiscal year of CNC and CNB exceed
$925,000. The parties hereto recognize that incentive bonuses paid by CNB for
services rendered during a fiscal year are generally paid during the first
quarter of the fiscal year following the fiscal year in which such services were
performed. In such event, the annual compensation paid to Goldsmith with respect
to each fiscal year pursuant to Paragraph 4 of the Agreement, will be added to
the incentive bonus paid in the following fiscal year, for purposes of
calculating whether the $925,000 limit has been reached. For the purpose of
determining the amount of bonus to be paid Goldsmith for any calendar year, his
then annual salary shall be an amount equal to twenty-four times the semimonthly
salary paid to Goldsmith (exclusive of any incentive bonus) for the calendar
year in question.
6. Life Insurance. CNB has previously provided Goldsmith with a whole life
insurance policy on the joint lives of Goldsmith and Mrs. Elaine Goldsmith in an
insured amount of Seven Million Dollars ($7,000,000) (the "Joint Policy"). The
Joint Policy is owned by the Goldsmith 1980 Life Insurance Trust ("Trust"). The
Joint Policy, or the proceeds thereof, and possession of the Joint Policy and
all rights therein, including the right to designate the beneficiary, shall be
vested completely in the Trust; provided however, that CNB shall be entitled to
receive from the proceeds of such Joint Policy a sum equal to the aggregate
amount of premiums paid by CNB, on account of said Joint Policy pursuant to the
terms of the Split Dollar Life Insurance Agreement, as amended, and Collateral
Assignment of Policy attached hereto and marked as Exhibit A.
Furthermore, pursuant to the Eighth Amendment to the Split Dollar Life
Insurance Agreement, CNB shall pay an annual premium for the Joint Policy for
each year while either Goldsmith or Mrs. Elaine Goldsmith is then living, in an
amount equal to the greater of Sixty Thousand Dollars ($60,000) or an amount
necessary to maintain a then current death benefit for the Joint Policy of Seven
Million Dollars ($7,000,000), whichever amount is greater. This obligation of
CNB to pay said annual premium shall continue beyond the term of this Employment
Agreement for as long as either Goldsmith or Mrs. Elaine Goldsmith is alive. CNB
and Goldsmith hereby acknowledge that, as of the date of this Employment
Agreement, CNB has paid premiums with respect to the Joint Policy, including
premiums
paid for the Connecticut General Policy and subsequently applied to the Joint
Policy, totaling Seven Hundred Twenty Thousand Eight Hundred Forty-Two Dollars
($720,842).
7. Extent of Service. Goldsmith shall devote his time, attention and
energies to the business of CNC and CNB and shall not, during the term of this
Agreement, be engaged in any other activity which will interfere with the
performance of his duties hereunder. Time expended by Goldsmith on philanthropic
activities and in connection with real estate investments shall be deemed not to
interfere with the performance of his duties hereunder; provided however, that
during the term hereof, Goldsmith shall not become an active participant (as
opposed to a passive investor or consultant) in any real estate investment or
venture in which he does not presently have a direct or indirect interest.
8. Termination of Employment.
(a) Termination by CNC for Good Cause. CNC may terminate the employment of
Goldsmith for "good cause" by written notice to Goldsmith. For purposes of this
Agreement, "good cause" shall mean only (i) conviction of a crime directly
related to his employment hereunder, (ii) conviction of a felony involving moral
turpitude, (iii) willful and gross mismanagement of the business and affairs of
CNC or CNB, or (iv) breach of any material provision of this Agreement. In the
event the employment of Goldsmith is terminated pursuant to this subparagraph
8(a), CNC shall have no further liability to Goldsmith other than for
compensation accrued but not yet paid.
In the event CNC contends that it has good cause to terminate Goldsmith
pursuant to clause (iii) or (iv) of this subparagraph 8(a), CNC shall provide
Goldsmith with written notice specifying in reasonable detail the services or
matters which it contends Goldsmith has not been adequately performing, or the
material provisions of this Agreement of which Goldsmith is in violation, why
CNC has good cause to terminate this Agreement, and what Goldsmith should do to
adequately perform his obligations hereunder. If within thirty (30) days of
receipt of the notice Goldsmith performs the required services or modifies his
performance to correct the matters complained of, Goldsmith's breach will be
deemed cured, and Goldsmith's employment shall not be terminated. However, if
the nature of the service not performed by Goldsmith or the matters complained
of are such that more than thirty (30) days are reasonably required to perform
the required service or to correct the matters complained of, then his breach
will be deemed cured if he commences to perform such service or to correct such
matters within the thirty (30) day period and thereafter diligently prosecutes
such performance or correction to completion. If Goldsmith does not perform the
required services or modify his performance to correct the matter complained of
within the thirty (30) day period or the extension thereof, CNC shall have the
right to terminate this Agreement at the end of the thirty (30) day period or
extension thereof. It is understood that Goldsmith's performance hereunder shall
not be deemed unsatisfactory solely on the basis of any economic performance of
CNC because this performance will depend in part on a variety of factors over
which Goldsmith has little control.
(b) Termination by CNC Without Good Cause. CNC may terminate the
employment of Goldsmith without "good cause" (as defined in subparagraph 8(a)
above) at any time by written notice to Goldsmith. In the event the employment
of Goldsmith is terminated pursuant to this subparagraph 8(b), CNC shall
continue to be obligated to pay to and compensate Goldsmith pursuant to
Paragraphs 4 and 5 of this Agreement for the full term of this Agreement.
Goldsmith shall have no duty to mitigate and CNC shall have no right to offset
any other compensation paid to Goldsmith during the applicable time period.
(c) Termination by Death or Disability. CNC may terminate the employment
of Goldsmith by written notice to Goldsmith if, during the term of this
Agreement, Goldsmith shall become incapable of fulfilling his obligations
hereunder because of injury or physical or mental illness which shall exist or
may reasonably be anticipated to exist for a period of twelve (12) consecutive
months or for an aggregate of twelve (12) months during any twenty-four (24)
month period. The death of Goldsmith during the term of this Agreement shall
likewise operate to terminate the Agreement, except that Goldsmith's base salary
shall continue in effect and be paid to his wife, if she is then living, and if
she is not then living, to his Revocable Living Trust for a period equal to the
lesser of two years or the remaining term of this Agreement. In the event the
employment of Goldsmith is terminated by CNC
pursuant to this subparagraph 8(c) because of injury, physical or mental
illness, CNC shall continue to be obligated to pay Goldsmith while he is alive
his base salary and Incentive Bonus which Goldsmith would otherwise have been
entitled to receive pursuant to Paragraph 5 to the same extent and in the same
manner as if Goldsmith had remained employed by CNC for the full term of this
Agreement less any amount Goldsmith receives in lieu of salary while he is alive
during the term of this Agreement from private or government insurance programs,
exclusive of reimbursement of medical costs.
(d) Optional Termination by Goldsmith. Goldsmith shall have the right, at
any time following a "Change of Control" (as that term is defined in the
Agreement between Goldsmith and CNC dated as of March 3l, l997, a copy of which
is attached hereto marked Exhibit "B" and incorporated by reference herein) (the
"Change of Control Agreement"), to declare the Change of Control Agreement in
effect, from which time forward, except for rights pursuant to this Agreement
vested in Goldsmith, his spouse, designees, successors or representatives prior
to the Effective Date, as that term is defined in the Change of Control
Agreement (which rights will remain in full force and effect), from and after
the Effective Date, in the event of inconsistencies or conflicts between this
Agreement and the Change of Control Agreement, the terms of the Change of
Control Agreement will govern.
9. Entire Agreement; Modification; Waiver. This Agreement and the
agreements referred to in the Exhibits attached hereto constitute 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, except for those contained in the Change of
Control Agreement. No 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.
10. Separability Clause. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof.
11. 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.
12. 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:
BRAM GOLDSMITH
Mr. Bram Goldsmith
City National Corporation
400 No. Roxbury Drive
Beverly Hills, California 90210
CITY NATIONAL CORPORATION
City National Corporation
400 No. Roxbury Drive
Beverly Hills, CA 90210
Attn: General Counsel
The parties hereto may change the above addresses from time to time by
giving notice thereof to each other in conformity with this Paragraph 12.
13. Non-Competition. Goldsmith agrees not to compete with CNC in any form
whatsoever. Without limiting the generality of the foregoing, Goldsmith
covenants and agrees with CNC that Goldsmith shall not, during or after the term
of this Agreement, disclose to anyone any confidential
information concerning the business or operations of CNC 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 CNC in its business or operations.
Goldsmith covenants and agrees that he shall not, during the term of this
Agreement, directly or indirectly (whether for compensation or otherwise), alone
or as an agent, principal, partner, shareholder or in any other capacity, own,
manage, operate, join, control or participate in the ownership, management,
operation or control of or furnish any capital to or be connected in any manner
with or provide any services for any business, operation or entity which
competes with the business or operations of CNC.
14. Construction. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
15. 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.
16. 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.
17. 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.
18. Mandatory Arbitration. At the request of Goldsmith or City National
Corporation, 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 conducted at a location determined by the arbitrator in Los
Angeles or Beverly Hills, California, and administered by the American
Arbitration Association ("AAA") in accordance with the Federal Arbitration Act,
9 U.S.C. 1, et seq., and the then existing Commercial Arbitration Rules of the
AAA. Judgment upon any award rendered by the arbitrator(s) may be entered in any
State or Federal courts having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written at Beverly Hills, California.
CITY NATIONAL CORPORATION
By: /s/ FRANK PEKNY
FRANK PEKNY
Executive President
/s/ BRAM GOLDSMITH
BRAM GOLDSMITH
EIGHTH AMENDMENT TO
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
COLLATERAL ASSIGNMENT PLAN
This Eighth Amendment to Split Dollar Life Insurance Agreement Collateral
Assignment Plan ("Eighth Amendment") is made and entered into as of the 15th day
of May 2001, by and between The Goldsmith 1980 Insurance Trust (the "Trust") and
City National Bank, a national banking association (the "Bank") with reference
to the following:
A. The Trust and the Bank are parties to that certain Split Dollar Life
Insurance Agreement Collateral Assignment Plan dated as of the 13th day of June
1980, as amended to date (the "Agreement").
B. As of the date of this Eighth Amendment, the Bank has paid premiums with
respect to a life insurance policy insuring the joint lives of Bram Goldsmith
and Elaine Goldsmith issued by Transamerica Occidental Life Insurance Co. (the
"Joint Policy"), including premiums paid for a prior life insurance policy,
issued by Connecticut General Life Insurance Company, and subsequently applied
to the Joint Policy, totaling $720,842.
NOW THEREFORE, the Trust and the Bank agree as follows:
Paragraph 7 of the Agreement is amended to provide that the Agreement shall
terminate on the death of the last to die of Bram Goldsmith and Elaine
Goldsmith. Except as amended by the foregoing, the Agreement shall remain in
full force and effect without any other changes.
IN WITNESS WHEREOF, the parties hereto have executed this Eighth Amendment
as of the day and year first set forth above.
THE GOLDSMITH INSURANCE TRUST CITY NATIONAL BANK
By: /s/ Bruce Leigh Goldsmith By: /s/ Frank Pekny
Bruce Leigh Goldsmith, Trustee Its: Vice Chairman & Chief Financial
Officer
By: /s/ Russell David Goldsmith
Russell David Goldsmith, Trustee
By: City National Bank, as Trustee
By: /s/ Thomas Mayer
Thomas Mayer
Its: Vice President
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EMPLOYMENT AGREEMENT
EIGHTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT COLLATERAL
ASSIGNMENT PLAN
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