Exhibit
10.1


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


UNDER THE


CITY
NATIONAL CORPORATION


 


2002 AMENDED AND RESTATED OMNIBUS PLAN


 


THIS RESTRICTED STOCK
UNIT AWARD AGREEMENT is made as of DATE between CITY NATIONAL CORPORATION, a
Delaware corporation (the “Company”), and COLLEAGUE NAME, an employee of the
Company or a subsidiary of the Company (“Colleague”), with reference to the
following:


 


A.                                   On
April 28, 2004 the shareholders of the Company adopted the City National
Corporation 2002 Amended and Restated Omnibus Plan, as amended from time to
time thereafter (the “Plan”), pursuant to which the Compensation, Nominating
& Governance Committee of the Board of Directors (the “Committee”) may
award selected officers and other Company or Company subsidiary employees
restricted shares, restricted units or other deferred Awards of the Company’s
common stock (the “Stock”).


 


B.                                     The
Committee has determined to grant to Colleague an award of restricted stock
units pursuant to the terms and conditions of this Agreement.


 


1.                                      Grant
of Restricted Stock Unit Award.


 


(a)                                  Details
of Award.  Pursuant to the Plan, the
Company hereby grants a Restricted Stock Unit Award (as defined in the Addendum
to this Agreement) with the following terms:


 


(i)                                     Number
of Restricted Stock Units to be issued: 
# of Units awarded (the “Restricted Stock Units”);


 


(ii)                                  The
date of the Award: 
                                
(the “Award Date”); and


 


(iii)                               The
consideration, if any, for the Restricted Stock Units:  Colleague’s Employment with the Company.


 


(b)                                 Restricted
Stock Unit Account.  The Restricted
Stock Unit Award will be credited to Colleague’s Restricted Stock Unit Account
as of the Award Date and upon satisfaction of the conditions of this Agreement.


 


2.                                      Restricted
Stock Units.  Colleague hereby
accepts the Restricted Stock Units and agrees with respect thereto as follows:


 


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(a)                                  Forfeiture.
In the event of termination of Colleague’s employment with the Company or
employing subsidiary for any reason other than (i) Retirement, (ii) death or
(iii) Total Disability, or except as otherwise provided in the last sentence of
subparagraph (b) of this Paragraph 2, Colleague shall, for no consideration,
forfeit to the Company all Restricted Stock Units to the extent then subject to
forfeiture.


 


(b)                                 Lapse
of Forfeiture Restrictions.  All
Restricted Stock Units are subject to forfeiture, as provided in subparagraph
(a), until the forfeiture restrictions lapse in accordance with the following schedule provided
that Colleague has been continuously employed by the Company from the Award
Date through the lapse date:


 


	
   

  	
   

  	
  Percentage of

  	
   

  	
   

  	
   

  
	
  Time
  From

  	
   

  	
  Restrictions Which

  	
   

  	
  Total Percentage of

  	
   

  
	
  Date
  of Award

  	
   

  	
  Lapse (Vesting)

  	
   

  	
  Restrictions Lapsed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 1 year

  	
   

  	
  0%

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 2 years

  	
   

  	
  25%

  	
   

  	
  25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 3 years

  	
   

  	
  25%

  	
   

  	
  50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 4 years

  	
   

  	
  25%

  	
   

  	
  75%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 5 years

  	
   

  	
  25%

  	
   

  	
  100%

  	
   

  



 


Notwithstanding the
foregoing, the forfeiture restrictions shall lapse as to all of the Restricted
Stock Units on the earlier of (i) subject to the discretion of the Committee,
the occurrence of a Change in Control Event (as such term is defined in the
Plan), or (ii) the date Colleague’s employment with the Company is terminated
by reason of death, Total Disability or Retirement. In the event Colleague’s
employment is terminated for any other reason, including retirement prior to
age sixty-five with the approval of the Company or employing subsidiary, the
Committee or its delegate, as appropriate, may, in the Committee’s or such
delegate’s sole discretion, approve the lapse of forfeiture restrictions as to
any or all Restricted Stock Units still subject to such conditions, such lapse
to be effective on the date of such approval or Colleague’s termination date,
if later.


 


(c)                                  Restricted
Stock Unit Accounts/Dividend Equivalent Unit Accounts.  A Colleague’s Restricted Stock Unit Account
and Dividend Equivalent Unit Account shall be memorandum accounts on the books
of the Company. The Restricted Stock Units credited to a Restricted Stock Unit
Account and Dividend Equivalent Units credited to the Colleague’s Dividend
Equivalent Unit Account shall be used solely as a method for the determination
of the number of Shares of Stock and any amount remaining in the Dividend
Equivalent Unit Account to be eventually distributed to the Colleague in
accordance with the Addendum to this Agreement. The Restricted Stock Units and
the Dividend Equivalent


 


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Units shall not be
treated as property or as a trust fund of any kind. The Colleague shall not be
entitled to any voting or other stockholder rights with respect to Restricted
Stock Units awarded or credited under the Plan. The number of Restricted Stock
Units credited (and the number of Shares to which the Colleague is entitled
under the Plan) shall be subject to adjustment in accordance with the terms of
the Plan.


 


(d)                                 Dividend
Equivalents.  Colleague’s Dividend
Equivalent Unit Account shall be credited with Dividend Equivalent Units in an
amount equal to the dividend per Share for the applicable dividend payment date
(which, in the case of any dividend distributable in property other than
Shares, shall be the per Share value of such dividend, as determined by the
Company for purposes of income tax reporting) times the number of Restricted
Stock Units held by Colleague on the record date for the payment of such
dividend.  Dividend Equivalent Units
credited to Colleague’s Dividend Equivalent Unit Account shall vest immediately
and shall not be subject to forfeiture.


 


(e)                                  Nontransferability.  The Restricted Stock Units and the Dividend
Equivalent Units and the rights and interests of the Colleague under this
Agreement may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of prior to distribution.


 


3.                                      Withholding
of Tax.  The receipt of Shares and
cash upon distribution may result in income to you for federal or state tax
purposes.  To the extent that you become
subject to taxation, you shall deliver to the Company at the time of such
receipt such amount of money or shares of unrestricted Stock, as the Company
may require to meet its withholding obligation under applicable tax laws or
regulations.  If you fail to do so, the
Company is authorized to withhold from any cash or stock remuneration then or
thereafter payable to you any tax required to be withheld by reason of such
resulting compensation income.  Your
delivery of Shares to meet the tax withholding obligation is subject to the
Company’s Securities Trading Policy as may be in effect from time to time.  You must have owned any Stock you deliver for
at least six months.  Any Stock you
deliver or which is withheld by the Company will be valued on the date of which
the amount of tax to be withheld is determined. 
Any fractional shares of stock resulting from withholding of taxes will
be paid to you in cash.


 


4.                                      Status
of Stock.  Colleague agrees that the
Shares distributed to Colleague will not be sold or otherwise disposed of in
any manner which would constitute a violation of any applicable federal or
state securities laws.  Colleague also
agrees (i) that the certificates representing the Shares may bear such legend
or legends as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the Shares on the stock transfer records of the Company if such proposed
transfer would be in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable securities law and (iii) that the
Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Shares.


 


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5.                                      Limitation
on Transfer.  Other than upon death
or pursuant to a DRO, the Restricted Shares and all rights granted under this
Agreement are personal to Colleague and cannot be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and will not be subject to execution, attachment or similar processes.


 


6.                                      Plan and Addendum Incorporated/Availability.  Colleague acknowledges that the Company has
made available a copy of the Plan and the Addendum to this Agreement, and
agrees that this Award of Restricted Units and Dividend Equivalent Units shall
be subject to all of the terms and conditions set forth in the Plan and the
Addendum, including future amendments thereto, if any, pursuant to the terms
thereof, which Plan and Addendum are incorporated herein by reference as a part
of this Agreement. In the event of any conflict between the Plan, the Addendum
and this Agreement, the provisions of the Plan will prevail.  Colleague’s rights hereunder are subject to
modification or termination in certain events, as provided in the Plan,
including without limitation such rules and regulations as may from time to
time be adopted or promulgated in accordance with paragraph 1.3 of the
Plan.  Capitalized terms not defined in
this Agreement shall have the meanings set forth in the Plan and the Addendum.


 


7.                                      Employment Relationship. 
For purposes of this Agreement, Colleague shall be considered to be in
the employment of the Company as long as Colleague remains a Colleague of
either the Company, any successor corporation or a parent or subsidiary
corporation (as defined in section 424 of the Internal Revenue Code) of
the Company or any successor corporation. 
Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Committee, or its delegate, as appropriate, and its determination shall be
final.


 


8.                                      Committee’s
Powers.  No provision contained in
this Agreement shall in any way terminate, modify or alter, or be construed or
interpreted as terminating, modifying or altering any of the powers, rights or
authority vested in the Committee or, to the extent delegated, in its delegate
pursuant to the terms of the Plan or resolutions adopted in furtherance of the
Plan, including, without limitation, the right to make certain determinations
and elections with respect to the Restricted Stock Units and Dividend
Equivalent Units.  All decisions of the
Committee (as established pursuant to the Plan) with respect to any questions
concerning the application, administration or interpretation of the Plan will
be conclusive and binding on the Company and Colleague.


 


9.                                      Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of any successors to the Company and all
persons lawfully claiming under Colleague.


 


10.                               Dispute
Resolution.  If a dispute arises
between Colleague and Company in connection with the Restricted Stock Unit
Award, including Dividend Equivalent Units, the dispute will be resolved by
binding arbitration with the American Arbitration Association (AAA) in
accordance with the AAA’s Commercial Arbitration Rules then in effect.


 


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11.                               Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by an officer thereunto
duly authorized, and Colleague has executed this Agreement, all as of the date
first above written.


 


 


	
   

  	
  CITY NATIONAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Colleague

  



 


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RESTRICTED STOCK UNIT
AWARD AGREEMENT


ADDENDUM


 


THIS ADDENDUM TO THE RESTRICTED STOCK UNIT AWARD AGREEMENT provides the
rules and procedures relating to the grant of the Award and the operation of
the Restricted Stock Unit Account and the Dividend Equivalent Unit Account.


 


A.            Whenever the
following terms are used in the Restricted Stock Unit Award Agreement or in
this Addendum, they shall have the meaning specified below, unless the context
clearly indicates to the contrary:


 


Dividend
Equivalent  Unit Account means
the memorandum account maintained by the Company or its agent on behalf of
Colleague which is credited with Dividend Equivalent Units and debited and
credited with earnings and losses on Investment Options under this Agreement.


 


Dividend Equivalent Unit means a
unit of measurement which is deemed for bookkeeping and payment purposes to
represent one dollar ($1.00) solely for purposes of this Agreement.


 


Fair
Market Value shall mean, with respect to Common Stock of the
Company, the price at which the Stock sold on the last normal transaction of
the trading day on a specified date, or if no trading occurs on such specified
date, on the most recent preceding business day on which trading occurred, as
quoted on the New York Stock Exchange.


 


Investment
Options shall mean the investment indices or securities
selected by the Company  among which the
Colleague will select for the purpose of determining how the Colleague’s
Dividend Equivalent Unit Account will be deemed to be invested in order to
determine the amount of earnings or losses to be credited or debited to the
Colleague’s Dividend Equivalent Unit Account. Specifically, the Investment
Options are the S&P 500 Composite Index, the Lehman Brothers Aggregate Bond
Index and the Three Month U. S. Treasury Bill.


 


Investment Performance shall mean
the total return amount of the S&P 500 Composite Index and the Lehman
Brothers Aggregate Bond Index for these Investment Options and the average
quarterly yield of the Three Month U.S. Treasury Bill Investment Option
reported in the Wall Street Journal or if not so reported, in any nationally
recognized financial publication, as of the last day of each calendar quarter.


 


Restricted Stock Unit means a
non-voting unit of measurement which is deemed for bookkeeping and payment
purposes to represent one outstanding share of Common Stock of the Company
solely for purposes of this Agreement.


 


Restricted Stock Unit Account
means the memorandum account maintained by the Company on behalf of each
Colleague which is credited with Restricted Stock Units under this
Agreement.  Each Restricted Stock Unit
represents the right to receive a distribution of one Share as provided in the
Restricted Stock Unit Award Agreement and this Addendum.


 


Shares means shares of the
Company’s Common Stock.


 


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B.            Restricted
Stock Unit Account.  As soon
as practical following the Award Date, the Company shall credit the Colleague’s
Restricted Stock Unit Account with the number of Restricted Stock Units
awarded.


 


C.            Dividend
Equivalent Unit  Account. As
soon as practical following each of the Company’s dividend payable dates, the
Colleague’s Dividend Equivalent Unit Account shall be credited with the number
of Dividend Equivalent Units equal to the dividends paid by the Company during
the quarter on a number of Shares equal to the aggregate number of Restricted
Stock Units in the Colleague’s Restricted Stock Unit Account as of the record
date for such quarter’s dividend payment. Colleague shall be given the
opportunity to elect one or more of the Investment Options for the purpose of
determining the Investment Performance of the Colleague’s Dividend Equivalent
Unit Account.  Colleague’s initial
election shall remain effective until amended; amendments will be allowed no
more than once per calendar quarter and will be effective for the quarter
following the quarter in which the election is made.  If Colleague does not make an election, then
Colleague’s Investment Performance will be calculated using the Three Month
U.S. Treasury Bill Investment Option. The Colleague’s Dividend Equivalent Units
will be increased or decreased at the end of each calendar quarter to reflect
the results of such quarter’s Investment Performance on the Investment Options
selected by the Colleague.


 


D.            Distributions.  As soon as practical following Colleague’s
termination of employment, the Restricted Stock Units credited to the
Colleague’s Restricted Stock Unit Account, which are not subject to forfeiture
as provided in the Plan, shall be converted to whole Shares, the Dividend
Equivalent Units credited to the Colleague’s Dividend Equivalent Unit Account
shall be converted to cash and the Shares and the cash shall be distributed to
the Colleague (or, in the event of his or her death, the Colleague’s
Beneficiary).  At the discretion of the
Committee, the distribution may be delayed until  immediately following the end of the calendar
year in which occurs Colleague’s termination.


 


E.             Adjustments in Case of Changes in Common Stock.  If there shall occur any change in the
outstanding Shares of the Company’s Common Stock such as described in Section
7.2(a) of the Plan, the Company shall make such proportionate and equitable
adjustments consistent with the effect of such event on stockholders generally,
as the Committee determines to be necessary or appropriate, in the number, kind
and/or character of Shares of Stock or other securities, property and/or rights
contemplated hereunder, including any appropriate adjustments to the market
prices used in the determination of the number of Shares and Restricted Stock
Units, and in rights in respect of the Colleague’s Restricted Stock Unit
Account credited under this Agreement so as to preserve the benefits intended.


 


F.             Plan Construction.  It
is the intent of the Company that transactions pursuant to the Plan satisfy and
be interpreted in a manner that satisfies the applicable conditions for
exemption under Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”) so
that to the extent consistent therewith the crediting of Restricted Stock Units
and Dividend Equivalents and the distribution of Shares and the balance
remaining in the Dividend Equivalent Unit Account hereunder will be entitled to
the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the
Exchange Act and will not be subjected to avoidable liability thereunder.


 


G.            Unfunded
Plan.  The liability of the Company
to the Colleague under this Restricted Stock Unit Award Agreement shall be that
of a debtor only pursuant to such contractual obligations as are created by the
Plan, the Agreement and this Addendum, and no such obligation of the Company
shall be deemed


 


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to be secured by any assets, pledges, or other encumbrances on any
property of the Company.  The Company has
not segregated or earmarked any Shares or any of the Company’s assets for the
benefit of Colleague or his/her beneficiary or estate, and the Plan does not,
and shall not be construed to, require the Company to do so.  The Colleague and his/her beneficiary or
estate shall have only an unsecured, contractual right against the Company with
respect to any Restricted Stock Units or Dividend Equivalent Units, and such
right shall not be deemed superior to the right of any other creditor.


 


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