Mardula

John J. Mardula, Jr., appeals from an order of dismissal, entered after a demurrer was sustained, without leave to amend, to both claims pleaded in his complaint against respondents Rancho Dominguez Bank and Daniel Roberts. The appeal presents a question not yet decided by a California or federal court: whether section 8 of the National Bank Act ( 12 U.S.C. § 24 ), which provides that all officers of a national bank serve at the pleasure of its board of directors, precludes enforcement of a bank’s written agreement that its president will receive severance pay if discharged without cause. We hold the severance pay agreement is enforceable.

I.

The complaint alleged the following facts. Rancho Dominguez Bank, a national bank, hired plaintiff in 1992 as president/chief executive officer, at an annual salary of $100,000. Plaintiff’s ten-page employment agreement provided that plaintiff could be fired at any time without cause, but if he were—and if he had by then served for at least one year—he would receive severance pay equal to six months’ salary. In 1994 the bank’s board of directors fired plaintiff but refused to pay him severance pay exceeding one month’s salary. In…