Exhibit 10.11





 


Key Officer Incentive
Compensation Plan


 


City
National Bank  has an ongoing commitment
to pay for performance, seeking to provide selected colleagues who make
meaningful contributions to the Bank’s success with opportunities to earn
incentive pay.


 


Plan Definitions


 


Annual Base Salary


 


The
semi-monthly gross salary paid to the Participant in the last pay period of the
Award Period just concluded, excluding any bonuses (including those that may be
paid under this Plan), commissions, or any similar non-salary item, multiplied
by 24


 


Award


 


A cash distribution to a
Participant in accordance with the provisions of the Plan


 


Bank


 


City National Bank


 


Compensation Committee


 


Compensation, Nominating & Governance
Committee of the Board of Directors of the Bank


 


Corporation


 


City National Corporation,
a Delaware corporation


 


Net Operating Income


 


The amount by which in an accounting period
operating revenue exceeds operating expenses after income taxes.


 


Participant


 


Any eligible colleague of
the Bank who has been designated by the Plan Administrator


 


Plan


 


This Plan as it may be
amended, administered or interpreted from time to time


 


Plan Administrator


 


The Strategy and Planning Committee of the Bank or their designee


 


Plan Year


 


The period from January 1
through December 31 of any year this Plan is in effect


 


Strategy and Planning Committee


 


The officers of the Bank
who are appointed as members of the Strategy and Planning Committee by the
Board of Directors of the Bank


 


Target


 


That amount derived for
each Participant by multiplying Participant’s Annual Base Salary by the Target
percentages applicable to the Participant


 


Eligibility


 


Participants are generally in exempt staff and sales
support roles.  Eligibility to participate in the Plan will be limited to selected
individuals who meet all of the following criteria:


 


·                  Classified as an active colleague of City
National Bank and actively engaged in providing services throughout the Plan
Year and at the time of any payment under the Plan.


 


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·                  Performance at a “3” level (Meets
Expectations) or higher throughout the Plan Year and not have been subject to
written warning at any time during the Plan Year.


 


·                  Not be participating in any other non-equity
compensation plan of the Bank.


 


Award Targets


 


Participants are assigned an Award Target as
recommended by Human Resources with management input based on the job position
of the Participant and market considerations. 
Award Targets as a percentage of base salary are as follows:


 


	
  Key Officer

  	
   

  	
  Minimum

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  A

  	
   

  	
  0

  	
  %

  	
  20

  	
  %

  	
  40

  	
  %

  
	
  B

  	
   

  	
  0

  	
  %

  	
  15

  	
  %

  	
  30

  	
  %

  
	
  C

  	
   

  	
  0

  	
  %

  	
  10

  	
  %

  	
  20

  	
  %

  
	
  Other

  	
   

  	
  Other targets and ranges may be established by
  the Plan Administrator in its sole discretion

  	
   

  



 


Company Performance and Plan
Funding


 


Funding
for the Plan each Plan Year is based on the performance of the Corporation
relative to the financial goal for the Corporation’s Net Operating Income
established each year by the Plan Administrator and approved by the
Compensation Committee.  When 100% of the
Net Operating Income goal is achieved, the Plan will fund at 100% of Award
Targets.  Funding for the Plan may be
more or less than Targets depending upon the actual Net Operating Income
results achieved.  The Plan Administrator
has discretion in determining overall Plan funding.


 


Individual Performance and Award
Determination


 


Individual
colleague incentive Awards are based on the colleague’s overall performance of
job responsibilities, goals and objectives. 
At the beginning of each Plan Year, managers and colleagues develop
specific goals and objectives that link colleagues’ contributions to the
success of their departments and/or the Bank. 
At the end of each performance period, managers will determine an
overall performance rating by assessing performance against goals and performance
expectations.  Based on the overall
performance, colleagues have an opportunity to earn Awards as follows:


 


	
  Rating

  	
   

  	
  Rating Distribution Guideline

  	
   

  	
  Award Guidelines

  
	
  5 = Outstanding

  	
   

  	
  Extraordinary performance not commonly achieved.This level of performance is generally achieved by only 10% of all colleagues.

  	
   

  	
  125% - 200% of Target

  
	
  4 = Above Expectations

  	
   

  	
  Excellent level of performance. This level of
  performance is generally achieved by 25%
  of all colleagues.

  	
   

  	
  50% - 150% of Target

  
	
  3 = Meeting Expectations

  	
   

  	
  Good performance.This level of performance is
  generally achieved by 50% to 55% %
  of all colleagues.

  	
   

  	
  0% - 75% of Target

  



 


The S&P reserves the right to
review and modify Awards (up or down) for Participants.  A colleague’s actual Award may be more or
less than the Award Guidelines depending on the colleague’s individual
performance, the aggregate amount of funds available for allocation and/or
other factors as the Plan Administrator in its discretion may deem appropriate.
All Awards are subject to approval by the Plan Administrator in its sole
discretion.


 


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Timing and Payment of Award


 


Awards will be calculated
and paid to Participants following the close of the Plan Year and after
performance results are reviewed.


 


·                  Awards,
less any legally required or voluntary withholding, will generally be paid 75
days following the Plan Year for which the Awards are calculated.


 


·                  In order to receive an Award, a Participant
must be employed and actively providing service at the time of the payout.


 


Effective Date of the Plan


 


This Plan is effective as
of January 1, 2008 and will continue in effect, unless and until amended,
modified, suspended or terminated.


 


Administration


 


The
Plan will be administered by the Plan Administrator.  The Plan Administrator shall have sole
discretionary authority to interpret the terms of this Plan, to decide any
questions concerning eligibility, and to resolve any disputes that may arise
under or concerning the Plan or any Plan benefit.  Any disputes arising under or relating in any way to this Plan shall be
first submitted in writing to the Plan Administrator. The decisions of the Plan
Administrator shall be final.


 


No Right of Employment


 


This
Plan shall not constitute a contract of employment between the Bank and any person
eligible for participation in the Plan. 
Each Participant is an at-will employee. 
Nothing contained in this Plan (or any Award made pursuant to this Plan)
shall confer upon any eligible Participant any right to continue in the
employment of the Bank, guarantee payment of any future incentives, or
interfere with, affect or restrict in any way, the rights of the Bank, which
are expressly reserved, to discharge any employee, at any time for any reason
whatsoever, with or without cause.


 


Partial Period Participation


 


Transfer or Promotion


 


A
Participant who transfers or is promoted during the Plan Year may be eligible
for an Award under one or more Plans as long as he/she meets all eligibility
requirements and is employed and actively providing services at the time of the
payout.


 


Leave
of Absence


 


Colleagues who were on a
Leave of Absence during the Plan Year may be eligible for an Award and may have
their earned incentive amount pro-rated based upon the time worked during the
Plan Year.   Colleagues must meet all
eligibility requirements and be employed and actively providing services at the
time of the payout.


 


New
Hires


 


Colleagues who were
newly hired during the Plan Year may be eligible for an Award and will have
their earned incentive amount pro-rated based upon the time worked during the
Plan Year.  Colleagues must meet all
eligibility requirements and be employed and actively providing services at the
time of the payout.


 


Termination of Employment


 


When
a Participant terminates employment before payment, regardless of the reason
(e.g. voluntary, involuntary, job elimination, staff reduction, retirement,
total disability, etc.), no Award will be granted or paid.


 


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Amendment, Modification, Suspension, Reinstatement, Termination of Plan


 


The
Plan may be amended, modified, suspended, reinstated, or terminated by the Plan
Administrator in its sole discretion without prior notice to the Participant.


 


Miscellaneous


 


No Award shall be deemed salary or compensation for
the purpose of computing benefits under any employee benefit Plan or other
arrangement of the Bank, unless the Plan Administrator, in its sole discretion,
shall determine otherwise.


 


The Human Resources Department shall make available
copies of the Plan and all amendments and any administrative rules or
procedures to all Participants at reasonable times upon request.


 


The Plan and the payment of Awards shall be subject
to all applicable federal and state laws, rules, and regulations, including the
withholding of any federal, state, local or foreign taxes and to such approvals
by any government or regulatory agency as may be required.  The terms of the Plan shall be binding upon
the Bank and its successors and assigns.


 


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