EXHIBIT 10.2.3
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is made and entered into as
of the 1st day of June, 1999, 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"), with
reference to the following:
A. Goldsmith, CNC and CNB are parties to that certain Employment
Agreement ("Agreement") dated as of March 18,1998.
B. Goldsmith, CNC and CNB wish to amend the Agreement, to insure that
Goldsmith's maximum compensation, with respect to any one fiscal year of CNB
and CNC, shall not exceed $925,000.
NOW, THEREFORE, Goldsmith, CNC and CNB hereby agree as follows:
(1) The period following the first sentence of Section 5, "INCENTIVE
BONUS", of the Agreement shall be deleted and the following shall be added
following the word "Committee":
", but in no event shall the total amount paid to Mr. Goldsmith
pursuant to Sections 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
Section 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."
(2) Section 6, "LIFE INSURANCE", of the Agreement shall be deleted and
replaced by the following:
"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, without
interest, 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 Seventh 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.
CNB hereby acknowledges that, as of the date of this Amendment to the
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 Six Hundred Thousand Eight Hundred
Forty-Two Dollars ($600,842)."
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Except as otherwise set forth, the Agreement remains in full force and
effect in accordance to its terms.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first set forth above.
CITY NATIONAL CORPORATION
By: /s/ Richard H. Sheehan, Jr. /s/ Bram Goldsmith
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RICHARD H. SHEEHAN, JR. BRAM GOLDSMITH
Senior Vice President and General Counsel
CITY NATIONAL BANK
By: /s/ Richard H. Sheehan, Jr.
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RICHARD H. SHEEHAN, JR.
Senior Vice President and General Counsel
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SEVENTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT
COLLATERAL ASSIGNMENT PLAN
This Seventh Amendment to Split Dollar Life Insurance Agreement
Collateral Assignment Plan is made and entered into as of the 1st day of
June, 1999 by and between The Goldsmith 1980 Insurance Trust (the "Trust")
and City National Bank, a national banking association ("CNB") with reference
to the following:
A. The Trust and CNB are parties to that certain Split Dollar Life
Insurance Agreement Collateral Assignment Plan dated as of June 15, 1980 as
amended to date (the "Agreement"), by which the Trust granted CNB certain
rights with respect to a personal life insurance policy owned by the Trust
insuring the life of Bram Goldsmith.
B. Pursuant to the Third Amendment to the Agreement, dated as of
December 19, 1990, the Trust and CNB agreed to replace the insurance policy
then in effect, issued by Connecticut General Life Insurance Company (the
"Connecticut General Policy"), with a policy insuring the joint lives of Bram
Goldsmith and Elaine Goldsmith issued by Transamerica Occidental Life
Insurance Co. (the "Joint Policy"), by surrendering the Connecticut General
Policy to the insurer and applying the cash surrender value therefrom to the
premium paid for the Joint Policy. The Third Amendment to the Agreement
further provided that any premium for the Joint Policy in excess of the cash
surrender value of the Connecticut General Policy would be paid by the Trust,
provided that CNB could pay such premiums if the Trust failed to do so.
C. As of the date of this Seventh Amendment, 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
$600,842.
D. The Trust and CNB wish to further amend the Agreement to insure that
effective as of the date of the Seventh Amendment, CNB shall be obligated to
pay additional annual premiums for the Joint Policy in an amount equal to the
greater of Sixty Thousand Dollars ($60,000) each year of the amount of
premium required each year to maintain a death benefit on the Joint Policy of
Seven Million Dollars ($7,000,000) for as long as either Bram Goldsmith or
Elaine Goldsmith is then living.
NOW, THEREFORE, CNB and the Trust hereby agree as follows:
The second sentence of Section 1. of the Third Amendment to the
Agreement which begins with the words "Any premium" and ends with the words
"sole discretion" is hereby deleted and the following language is hereby
inserted in its place:
"Effective June 1, 1999, CNB shall pay an annual premium for the Joint
Policy for each year while either Bram Goldsmith or 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.
The Trust and CNB hereby acknowledge that as of the date of this Seventh
Amendment, 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 Six Hundred Thousand Eight Hundred Forty-Two
Dollars ($600,842)."
Except as otherwise set forth above, the Agreement, as amended to date,
remains in full force and effect according to its terms.
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IN WITNESS WHEREOF, the parties hereto have executed this Seventh
Amendment as of the date and year first set forth above.
CITY NATIONAL BANK THE GOLDSMITH 1980 INSURANCE TRUST
a national banking association
By: /s/ Richard H. Sheehan, Jr. By: /s/ Bruce Leigh Goldsmith, Trustee
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RICHARD H. SHEEHAN, JR. BRUCE LEIGH GOLDSMITH, TRUSTEE
SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
By: /s/ Russell Goldsmith, Trustee
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RUSSELL GOLDSMITH, TRUSTEE
By: CITY NATIONAL BANK,
a national banking association, as
Trustee
By: /s/ Vergel V. Tan
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Its: Vice President
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