Exhibit 10.14


 


STOCK
OPTION AWARD AGREEMENT


UNDER THE


CITY NATIONAL CORPORATION


2008 OMNIBUS PLAN


 


This Stock Option Agreement is made and entered into as of  , by and between City National
Corporation, a Delaware corporation (the “Company”), and  , an employee of the
Company or a subsidiary of the Company (the “Optionee”), 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 grant selected officers and other Company or Company subsidiary employees
options to purchase shares of the Company’s common stock, $1.00 par value (the “Common
Stock”).


 


B.                                          The
Committee has determined to grant Optionee an Option to purchase shares of
Common Stock pursuant to the terms and conditions of this Agreement.  This Option is not an Incentive Stock Option,
as that term is defined in Section 422 of the Internal Revenue Code and
Treasury regulations thereunder.


 


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 Option.  The Company hereby grants
to Optionee the right and option to purchase (the “Option”), upon the terms and
conditions set forth in this Agreement, all or any part of the following number
of Shares of Common Stock at the following price per share:


 




	
  Number of Shares

  	
   

  	
  Price Per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


The number of
shares subject to the Option and the Option exercise price are subject to
adjustment in certain events, as provided in the Plan.


 


2.                                          Time
of Exercise.  The Option will vest
and may be exercised at any time and from time to time after the dates set
forth in the following schedule and before the Termination Date (as defined
below) as to all or any number of full Shares not exceeding in the aggregate
that percentage of all of the Shares set forth opposite each such date:


 


	
  Time from

  Date of Grant

  	
   

  	
  Options

  Vesting

  	
   

  	
  Total Percentage of Shares as to which Options

  May be Exercised

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 1 year

  	
   

  	
  25%

  	
   

  	
  25%

  	
   

  
	
  After 2 years

  	
   

  	
  25%

  	
   

  	
  50%

  	
   

  
	
  After 3 years

  	
   

  	
  25%

  	
   

  	
  75%

  	
   

  
	
  After 4 years

  	
   

  	
  25%

  	
   

  	
  100%

  	
   

  
	
  After 10 years (the”Termination Date”)

  	
   

  	
   

  	
   

  	
  Any unexercised Options
  will expire at this time

  	
   

  



 


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Notwithstanding the
foregoing, all of the Options shall immediately vest 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 Optionee’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 vesting as to any or all
Options still subject to vesting, such vesting to be effective on the date of
such approval or Optionee’s termination date, if later.


 


3.                                           Method
of Exercise.  The Option or any part
thereof may be exercised by giving written notice of exercise to the Company,
sent directly to the Controller’s Department, which notice must state the
number of full Shares to be purchased, and must be accompanied by payment in
full for the number of Shares to be purchased. 
Subject to the Company’s Securities Trading Policy as may be in effect
from time to time, such payment may be in cash, in Shares of Common Stock, or
in a broker-assisted same-day sale transaction or a combination thereof.  If any part of such payment consists of  Common Stock, such Common Stock must have
been owned for at least six months and will be valued at the last sale price of
such Common Stock as reported by the New York Stock Exchange on the date of
exercise. If Optionee’s notice is received by the Controller’s Office before
1:00 p.m (PT), the date of exercise of the Option will be the date of receipt
by the Controller’s Office.  The exercise
date for notices received after 1:00 p.m. (PT) will be the business day
following the date of receipt by the Controller’s Office.  Not less than 100 Shares may be purchased at
any one time unless the Shares purchased are all of the Shares then purchasable
under the Option.


 


The Company shall
cause the shares to be delivered to your or your broker per your
instructions.  provided, however, that if
any federal or state law or regulation of any securities exchange listing the
Company’s Shares requires the Company to take any action with respect to the
exercised Share before issuance thereof, then the date for issuance and
delivery of such Shares will be extended for the period of time necessary to
take such action.


 


4.                                            Withholding
of Tax.  The exercise of
Non-Qualified Stock Options 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 exercise 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.  If
you exercise Stock Options through a cashless transaction, taxes will be
withheld from the proceeds of the sale of Shares.   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.


 


5.                                            Expiration
of Options after Termination.  Stock
Options and all rights granted under this Agreement, to the extent such rights
have not been exercised, will terminate on the earlier of the Termination Date
or the earliest to occur of the following:


 


5.1         Immediately
upon termination of Optionee’s employment for cause or any resignation which is
in lieu of a termination for cause, as defined below.


 


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5.2         If
the employment of the Optionee terminates for any reason other than for cause,
death, Retirement, Total Disability or disability, three (3) months after
the date of such termination.


 


5.3         If
Optionee’s employment terminates by reason of Retirement, Total Disability or
disability, three (3) years after the date of such termination.


 


5.4         If Optionee dies while
employed by the Company or within three (3) months after Optionee’s
employment is terminated under the conditions specified in subparagraph 5.2 or
5.3 above,  one (1) year after
death.  After the Optionee’s death, the
Option and all rights granted under this Agreement, to the extent such rights
will not theretofore have been exercised, may be exercised by Optionee’s
designated Beneficiary, or if none, by the Optionee’s personal representative
or by the person or persons to whom the Option will pass by will or by the applicable
laws of descent and distribution.


 


Termination of
Optionee’s employment with the Company to accept employment with a subsidiary
of the Company, or vice versa or to go on leave of absence at the request, or
with the approval, of the Company will not be deemed a termination of
employment for the for the purpose of this paragraph.  In the event of termination of employment,
Optionee may exercise the Option only to the extent vested under paragraph 2
above on the date of termination.


 


Termination for cause,
for purposes of the Plan and this Agreement, refers to any termination
resulting from:  (a) conviction of a
crime that is disqualifying from employment under City National’s Criminal
Convictions Policy, as set forth in the Colleague Handbook, absent an FDIC
waiver; or (b) gross misconduct or willful engagement in illegal conduct;
or (c) willful and continued failure to perform substantially all of the
Optionee’s duties with City National (except when such failure is due to
incapacity due to physical or mental illness); or (d) a conflict of
interest, as set forth in the CNB Code of Conduct.


 


6.                                            Limitation
on Transfer.  Except as otherwise
provided in subparagraph 5.4 above, or pursuant to a DRO, the Option and all
rights granted under this Agreement are personal to Optionee 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.


 


7.                                      Employment
Relationship.  For purposes of this
Agreement, Optionee shall be considered to be in the employment of the Company
as long as Optionee remains an employee 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.


 


Neither the Plan
nor this Agreement shall constitute a contract of employment between the
Company, any successor corporation or a parent or subsidiary corporation of the
Company or any successor corporation and Optionee.  Each Optionee is an
at-will employee except as provided in any other written agreement.  Nothing contained in the Plan (or any Award
made pursuant to this Plan) or the Agreement shall confer upon Optionee 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 Optionee, any
time for any reason whatsoever, with or without cause.


 


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8.                                      Availability
of Plan/Plan Incorporated.  Optionee
acknowledges that Company has made available to Optionee a copy of the Plan and
agrees that this Award of Options 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.  Optionee’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.


 


9.                                      Committee
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 Options. 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
Optionee.


 


10.                               No
Rights as Shareholder.  Optionee will
have no rights as shareholder with respect to Shares of Common Stock covered by
this Option until the date of the issuance of a stock certificate or stock
certificates.  No adjustment will be made
for cash dividends for which the record date is prior to the date such stock
certificate or certificates are issued.


 


12.                               Compliance
with Securities Laws.  No Shares may
be purchased or issued upon the exercise of this Option unless and until any
then applicable requirements of the Securities and Exchange Commission, the
California Commissioner of Corporations, any national securities exchange upon
which the Common Stock of the Company may be listed and any other regulatory
agency having jurisdiction have been fully complied with.


 


13.                               Dispute
Resolution.  If a dispute arises
between Optionee and Company in connection with the Stock Option award or the
vesting or exercise of the Stock Options, 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.


 


14.                               Binding
Effect.  This Agreement will bind and
inure to the benefit of the Company and its successors and assigns, and
Optionee and any heir, executor or administrator of Optionee as permitted by
subparagraph 5.4.


 


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


 


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IN
WITNESS WHEREOF, the parties have executed the Agreement as
of the date and year written above.


 


	
   

  	
  CITY NATIONAL CORPORATION,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Christopher J. Carey,
  Executive Vice

  
	
   

  	
   

  	
  President, Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee



  



 


PLEASE RETURN ONE COPY OF THE
SIGNED AGREEMENT TO THE COMPENSATION

SECTION OF HUMAN RESOURCES (86-001)


 


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