Exhibit 10.12


RESTRICTED
STOCK UNIT AWARD AGREEMENT

(CASH ONLY AWARD)

UNDER THE

CITY NATIONAL CORPORATION

AMENDED AND RESTATED 2002 OMNIBUS PLAN


THIS RESTRICTED
STOCK UNIT  - CASH ONLY AWARD AGREEMENT
is made as of DATE between CITY NATIONAL CORPORATION, a Delaware corporation
(the “Company”), and COLLEAGUE NAME 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
Amended and Restated 2002 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, including
restricted stock units which will be payable in Cash Only Awards, or other
deferred Awards of the Company’s common
stock (the “Common Stock”).


B.              The Committee has
determined to grant to Colleague an award of restricted stock units payable in
cash only and dividend equivalent units pursuant to the terms and conditions of
this Agreement.


1.             Grant of Restricted Stock Unit —
Cash Only Award.


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


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


(ii)           Cash
Only Award:  the amount of cash equal to
the fair market value of one share of City National Corporation common stock at
the close of trading on the date that the forfeiture restrictions lapse times
the number of RSUs;


(ii)           The
date of the Award: April 3, 2006 (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:


(a)           Forfeiture. In the event of
termination of Colleague’s employment with the Company or employing subsidiary
for any reason other than (i) death or (ii) 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restrictions Which

  	
   

  	
  Total Percentage of

  	
   

  
	
  Time From Date of Award

  	
   

  	
  Lapse (Vesting)

  	
   

  	
  Restrictions Lapsed

  	
   

  
	
  After 1 year

  	
   

  	
  100

  	
  %

  	
  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 or Total Disability. In the event Colleague’s
employment is terminated for any other reason, 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 Account.  A Colleague’s Restricted Stock Unit Account
shall be a memorandum account on the books of the Company. The Restricted Stock
Units credited to a Restricted Stock Unit Account shall be used solely as a
method for the determination of the amount of cash to be eventually distributed
to the Colleague in accordance with the Addendum to this Agreement. The
Restricted Stock 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 cash
award 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 is awarded 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. 
Colleague shall receive the amount calculated under this subsection on
the payment date for such dividends. 
Dividend Equivalent Units 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 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 Common 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 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 Common Stock you deliver for at least six
months.  Any Common 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.


4.             Limitation on
Transfer.  Other than upon death or pursuant to a DRO,
the Restricted Share Units 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.


5.             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 Stock 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.


6.             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.


7.             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.


8.             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.


9.             Dispute
Resolution.  If a dispute arises between
Colleague and Company in connection with the Restricted Stock Unit — Cash Only
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.


10.          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

  



 













 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

(CASH ONLY AWARD)

ADDENDUM


THIS ADDENDUM TO THE
RESTRICTED STOCK UNIT — CASH ONLY 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 Equivalents.


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


Dividend Equivalent Unit
means a unit of measurement which is deemed for 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.


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 cash as provided in the
Restricted Stock Unit — Cash Only Award Agreement and this Addendum.


Shares means
shares of the Company’s Common Stock.


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.            Distributions.  As soon as practical following  the lapse of forfeiture restrictions, as
provided in the Agreement, the Restricted Stock Units credited to the Colleague’s
Restricted Stock Unit Account, shall be converted to cash and the cash shall be
distributed to the Colleague (or, in the event of his or her death, the
Colleague’s Beneficiary).


D.            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.


E.             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 the distribution cash
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.


It is the intent of the Company that the Restricted Stock Units and
Dividend Equivalent Units to which the Restricted Stock Unit — Cash Only Award
Agreement and this Addendum applies shall comply with Section 409A, and the
Restricted Stock Unit — Cash Only Award Agreement and this Addendum shall be
interpreted in a manner which is consistent with the foregoing intent.  Any provisions of the Restricted Stock Unit —
Cash Only Award Agreement and this Addendum which would not comply with the
requirements of Section 409A and the Regulations adopted thereunder shall be
deemed to be modified or eliminated in order to comply with these requirements.


F.             Unfunded Plan.  The liability of the Company to the Colleague
under this Restricted Stock Unit — Cash Only 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 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.