Exhibit 10.49
FIFTH AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS FIFTH AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”) is dated as of
April 3, 2009, 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”), on the other hand.
WHEREAS, the parties have entered
into that certain Employment Agreement, dated as of
May 15, 2003, as amended (as amended, the
“Agreement”);
WHEREAS, the initial term of the
Agreement was two years from May 15, 2003 to May 15,
2005, as amended to extend the term for an additional two
years to May 14, 2007, further amended to extend the term for
an additional year to May 14, 2008, further amended to extend
the term for an additional year until May 14, 2009, and
further amended December 22, 2008 in recognition of the
requirements of Internal Revenue Code Section 409A;
and
WHEREAS, the parties wish to amend
the Agreement to further extend the term for an additional one year
until May 14, 2010, and the Board of Directors of CNB and CNC
have approved the extension of the term of the Agreement for an
additional one year on the same terms and conditions as in
effect currently;
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and promises contained
herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1,
All capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the
Agreement.
2. &
