Exhibit 10.12


 


RESTRICTED STOCK AWARD AGREEMENT


UNDER THE


CITY NATIONAL CORPORATION


2008 OMNIBUS PLAN


 


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


 


A.                                        On April 23, 2008 the shareholders of the
Company adopted the City National Corporation 2008 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 of the Company’s common stock, (the “Common Stock”).


 


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


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the
performance of the mutual covenants contained herein, it is hereby agreed as
follows:


 


1.                                      Grant
of Restricted Stock Award.


 


(a)                                  Details
of Award. The Company hereby grants a Restricted Stock Award (as defined in
the Plan), upon the terms and conditions set forth in this Agreement, with the
following terms:


 


(i)                                     Number
of Shares to be issued:   Shares (the “Restricted
Shares”) of Stock;


 


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


 


(iii)                               The
consideration, if any, for the Restricted Shares:  Colleague’s employment with the Company.


 


(b)                                 Issuance
of Restricted Shares.  The Restricted
Shares shall be issued upon acceptance hereof by Colleague and upon
satisfaction of the conditions of this Agreement.


 


2.                                      Restricted
Shares.  Colleague hereby accepts the
Restricted Shares when issued and agrees with respect thereto as follows:


 


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(a)                                  Forfeiture
Restrictions.  The Restricted Shares
may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of (the “Forfeiture Restrictions”) to the
extent that Forfeiture Restrictions have not lapsed. 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, 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 Shares to the extent then
subject to the Forfeiture Restrictions. The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.


 


(b)                                 Lapse
of Forfeiture Restrictions.  The
Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance
with the following schedule provided that Colleague has been continuously
employed by the Company from the Award Date through the lapse date:


 


	
  Time from

  Date of Award

  	
   

  	
  Restricted Stock

  Vesting

  	
   

  	
  Total Percentage of

  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
Shares 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 Shares
still subject to such restrictions, such lapse to be effective on the date of
such approval or Colleague’s termination date, if later.


 


(c)                                  Certificates/Shareholder
Rights. Shares of Restricted Stock will be evidenced by memorandum entries
on the records of the Company’s transfer agent. Colleague shall have voting
rights and shall be entitled to receive all dividends unless and until the
Restricted Shares are forfeited pursuant to the provisions of this Agreement.
Cash dividends paid on Shares of Common Stock will be paid to Colleague for the
Restricted Shares on the same date as paid to other Shareholders.  Upon request of the Committee or its
delegate, Colleague shall deliver to the Company a stock power, endorsed in
blank, relating to the Restricted Shares then subject to the Forfeiture
Restrictions.  Upon the lapse of the
Forfeiture Restrictions, the Company shall cause the shares to be issued to you
or your broker, per your election on file, in the name of the colleague, or
such other name as provided in the Plan, for the Shares upon which Forfeiture
Restrictions lapsed.  


 


2

















 


Notwithstanding any other provisions of this Agreement, the issuance or
delivery of any shares of Common Stock (whether subject to restrictions or
unrestricted) may be postponed for such period as may be required to comply
with applicable requirements of any national securities exchange or any
requirements under any law or regulation applicable to the issuance or delivery
of such Shares.  The Company shall not be
obligated to issue or deliver any shares of Common Stock if the issuance or
delivery thereof shall constitute a violation of any provision of any law or of
any regulation of any governmental authority or any national securities
exchange.


 


3.                                      Withholding
of Tax.  The receipt of Restricted
Shares or the lapse of any Forfeiture Restrictions 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 or lapse, as the case may be, 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 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 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.  Any fractional Shares of Common Stock
resulting from withholding of taxes will be paid to you in cash.


 


4.                                      Status
of Common Stock.  Colleague agrees
that the Restricted Shares to which the restrictions have lapsed 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.


 


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.                                      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.


 


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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.


 


Neither
the Plan nor this Agreement shall constitute a contract of employment between
the Company, including, any successor corporation or a parent or
subsidiary corporation of the Company or any successor corporation and Colleague. 
Colleague is an at-will employee except as
provided in any other written agreement.  Nothing contained in the Plan or the
Agreement (or any Award made pursuant to the Plan) shall confer upon any
eligible Participant any right to continue in the employment of the Company, or
guarantee of payment of future incentives, or shall interfere with, affect or
restrict in any way, the rights of the Company, which are expressly reserved,
to discharge Colleague, any time for any reason whatsoever, with or without
cause.


 


7.                                      Availability
of Plan/Plan Incorporated.  Colleague
acknowledges that the Company has made available a copy of the Plan, and agrees
that this Award of Restricted Shares shall be subject to all of the terms and
conditions set forth in the Plan, including future amendments thereto, if any,
pursuant to the terms thereof, which Plan is incorporated herein by reference
as a part of this Agreement. In the event of any conflict between the Plan 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.


 


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 Shares. 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 Award, 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:

  	
   

  
	
   

  	
   

  	
  Christopher J. Carey,
  Executive Vice

  
	
   

  	
   

  	
  President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Colleague

  



 


 


PLEASE RETURN ONE COPY OF THE
SIGNED AGREEMENT TO THE

COMPENSATION SECTION OF HUMAN RESOURCES (86-001)


 


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