EXHIBIT 10.5
FOURTH AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS FOURTH AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”) is dated as of
December 22, 2008, 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, and further amended to extend
the term for an additional year until May 14, 2009;
WHEREAS, the parties wish to amend
the Agreement in recognition of the requirements of Internal
Revenue Code Section 409A, and update it, and the Board of
Directors of CNB and CNC have approved the amendment;
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.
Effective December 31, 2008, Goldsmith’s Employment
Agreement dated as of March 31, 1997 (“CiC
Agreement”) will be mutually rescinded by Goldsmith and CNC,
and will be of no further effect, and neither Goldsmith not CNC
will have any further duties, obligations, or benefits under the
CiC Agreement. In consideration of this rescission, Goldsmith
will then become a Participant in the City National Corporation
Strategy & Planning Committee Change in Control Severance
Plan.
3.
Section 8(d) of the Agreement is hereby amended by
substituting the following provision in place of the current
language:
“(d) Change in
Control. In the eve
