EXHIBIT 10.17


 


AMENDMENT TO


CITY NATIONAL CORPORATION


2008 OMNIBUS PLAN


 


WHEREAS, City
National Corporation (the “Corporation”) maintains the City National
Corporation 2008 Omnibus Plan (the “Plan”) to promote the success of the
Corporation by providing an additional means through the grant of awards to
attract, motivate, retain and reward key employees, including officers, whether
or not directors, of the Corporation with awards and incentives for high levels
of individual performance and improved financial performance of the
Corporation, and to link Non-Employee Director compensation to shareholder
interests through equity grants;


 


WHEREAS,
awards under the Plan may constitute nonqualified deferred compensation within
the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations thereunder (“Section 409A”);


 


WHEREAS,
pursuant to Section 6.6(a) of the Plan, the Board of Directors of the
Corporation has the right to amend the Plan; and


 


WHEREAS, it is
desirable to amend the Plan in order to avoid a violation of Section 409A;


 


NOW,
THEREFORE, the Plan is hereby amended, effective as of January 1, 2009,
with approval by the Board of Directors of City National Corporation, as
follows:


 


1. Section 6.17(b) of the Plan shall be amended to read in
its entirety as follows:


 


“(b)         Distributions Under a
Section 409A Award.


 


(i)            Subject
to paragraph (iv) below, the Award Agreement for any Section 409A
Award shall provide that any Shares, cash, or other property or amounts to be paid
or distributed upon the grant, issuance, vesting, exercise, or payment of such
Award shall be distributed no earlier than any one or more of the following: (A) the
Participant’s separation from service, as determined by the Corporation in
accordance with Section 1.409A-1(h) of the Treasury Regulations and
paragraph (iii) below; (B) the date on which the Participant becomes
disabled, (C) the Participant’s death, (D) a specified time (or
pursuant to a fixed schedule) specified under the Award Agreement on or before
the date of the deferral of such compensation, (E) a change in the
ownership or effective control of the Corporation, or in the ownership of a
substantial portion of the assets of the Corporation, or (F) the
occurrence of an unforeseeable emergency with respect to the Participant; in
each case within the meaning of Section 409A of the Code and the Treasury
Regulations thereunder.  Any payment upon
the occurrence of an unforeseeable emergency shall be made only to the extent
of the amount reasonably necessary to satisfy the emergency need, including
amounts necessary to pay taxes reasonably anticipated as


 


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a result of the distribution, after taking into account the extent to
which such unforeseeable emergency is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship).


 


(ii)           Subject
to paragraph (iv) below, if any Section 409A Award (including without
limitation any Award of Restricted Stock Units, Performance Share Units, or
Performance Units) provides for a payment upon termination of employment or
service, such payment shall not be made unless the termination is a separation
from service within the meaning of Section 409A of the Code, as determined
by the Corporation in accordance with Section 1.409A-1(h) of the
Treasury Regulations and paragraph (iii) below, and shall be payable as
soon as practical (but no later than 90 days) following such separation from
service.  To the extent that any Section 409A
Award provides for payment upon disability, a change in control event, or the
occurrence of an unforeseeable emergency (or any substantially similar event),
such payment shall not be made unless such event is a disability, a change in
the ownership or effective control of the Corporation or in the ownership of a
substantial portion of the assets of the Corporation, or an unforeseeable emergency,
respectively, in each case within the meaning of Section 409A of the Code
and the Treasury Regulations thereunder. 
For the avoidance of doubt, the foregoing sentence shall not limit the
vesting provisions of the Plan or any Award Agreement.


 


(iii)          For
purposes of determining whether a separation from service within the meaning of
Section 409A has occurred, a Participant shall be considered to have
separated from service as an employee when the facts and circumstances indicate
that the Participant and the Corporation reasonably anticipate that either (A) no
further services will be performed for the Corporation after a certain date, or
(B) that the level of bona fide services the Participant will perform for
the Corporation after such date (whether as an employee or as an independent
contractor) will permanently decrease to no more than 20% of the average level
of bona fide services performed by such Participant (whether as an employee or
as an independent contractor) over the immediately preceding 36-month period
(or the full period of services to the Corporation if the Participant has been
providing services to the Corporation less than 36 months).  For purposes of the preceding sentence,
services performed for the Corporation shall include services performed for (A) any
corporation which is a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Code, substituting the language “at
least 20 percent” for “at least 80 percent” each place it appears in Section 1563(a)(1),
(2) and (3) of the Code) of which the Corporation is a component
member, and (B) any entity (whether or not incorporated) which is under
common control with the Corporation, as such common control is defined in Section 414(c) of
the Code and the Treasury Regulations thereunder, substituting the language “at
least 20 percent” for “at least 80 percent” each place it appears in Section 1.414(c)-2
of the Treasury Regulations.


 


(iv)          If,
on the date of a Participant’s separation from service, (i) such Participant
is a specified employee within the meaning of Section 409A of the Code, as
determined annually by the Corporation in accordance with Section 1.409A-1(i) of
the


 


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Treasury Regulations (using the methodology for identifying Key
Employees under Paragraph A.2 of Article VIII of the City National
Corporation Profit Sharing Plan, as amended from time to time, to the extent
permitted by Section 409A of the Code), and (ii) the Committee shall
make a good-faith determination that a payment or benefit under the Plan
constitutes “deferred compensation” within the meaning of Section 409A of
the Code the payment (or, in the case of an installment payment, the
commencement) of which is required to be delayed for a six-month period in
order to preserve the tax treatment intended for such payment or to avoid
additional tax, interest, or penalties under Section 409A of the Code,
then any payment otherwise due upon separation from service shall not be paid
(or, in the case of an installment payment, shall not commence) on the
otherwise scheduled payment date, but shall instead be paid or shall commence
no later than 90 days following the end of such six-month period, and, in the
case of an installment payment, each subsequent installment shall be delayed by
six months from the date such installment would otherwise have been paid
(unless otherwise provided in an applicable Award Agreement that satisfies the
requirements of Section 409A).  Such
amount shall be paid without additional interest, unless otherwise determined
by the Committee, in its sole discretion, or as otherwise provided in any
applicable agreement between the Corporation and the Participant.


 


(v)           For
purposes of this Section 6.17, the terms specified herein shall have the
respective meanings ascribed thereto under Section 409A of the Code and
the Treasury Regulations thereunder.”


 


2.             Section 6.17(c) of
the Plan shall be amended to read in its entirety as follows:


 


“(c)         Amendments to Awards;
Acceleration of Benefits.  The time or
schedule of any distribution or payment of any Shares, cash, or other property
or amounts under a Section 409A Award shall not be modified in any manner
that causes a violation of Section 409A of the Code, and shall not be
accelerated except as otherwise permitted under Section 409A(a)(3) of
the Code.”


 


3.             Section 6.17(g) of
the Plan shall be amended to read in its entirety as follows:


 


“(g)         No Representations or
Covenants with Respect to Tax Qualification. 
Although the Corporation may endeavor to (i) qualify an Award for
favorable tax treatment (e.g., incentive stock options under Section 422
of the Code) or (ii) avoid adverse tax treatment (e.g., under Section 409A
of the Code), the Corporation makes no representation to that effect and
expressly disavows any covenant to maintain favorable or avoid unfavorable tax
treatment.  A Participant shall be solely
responsible and liable for the satisfaction of all taxes, interest, and
penalties that may be imposed on such Participant or for such Participant’s
account in connection with any payment or benefit under the Plan (including any
taxes, interest, and penalties under Section 409A or any corresponding
provision of state, local, or foreign law), and the Corporation shall have no
obligation to indemnify or otherwise hold such Participant harmless from any or
all of such taxes, interest, or penalties.”


 


4.             Except as provided
herein, the terms of the Plan shall remain in full force and effect.


 


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IN WITNESS
WHEREOF, the Bank has caused its duly authorized officer to execute this
Amendment on this [      ] day of December, 2008.


 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
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