Exhibit 10.13


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


UNDER THE


CITY NATIONAL CORPORATION


2008 OMNIBUS PLAN


 


 


THIS RESTRICTED STOCK
UNIT AWARD AGREEMENT is made as of  between CITY NATIONAL CORPORATION,
a Delaware corporation (the “Company”), and 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, restricted
units 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 pursuant to the terms and conditions of this Agreement.


 


 


1.                                      Grant
of Restricted Stock Unit Award.


 


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


 


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


 


(ii)                                  The
date of the Award  (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



 


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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

  	
   

  	
   

  	
   

  
	
  Time From

  	
   

  	
  Restrictions Which

  	
   

  	
  Total Percentage of

  	
   

  
	
  Date of Award

  	
   

  	
  Lapse (Vesting)

  	
   

  	
  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
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 Accounts/Dividend Equivalent Unit Accounts.  A Colleague’s Restricted Stock Unit Account
and Dividend Equivalent Unit Account shall be memorandum accounts on the books
of the Company. The Restricted Stock Units credited to a Restricted Stock Unit
Account and Dividend Equivalent Units credited to the Colleague’s Dividend
Equivalent Unit Account shall be used solely as a method for the determination
of the number of Shares of Common Stock and any amount remaining in the
Dividend Equivalent Unit Account to be eventually distributed to the Colleague
in accordance with the Addendum to this Agreement. The Restricted Stock Units
and the Dividend Equivalent 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 


 


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Units credited (and the number of Shares 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’s Dividend
Equivalent Unit Account shall be credited with 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.  Dividend Equivalent Units
credited to Colleague’s Dividend Equivalent Unit Account 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 Shares and
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 or Common 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 Shares distributed to Colleague 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 


 


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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.                                      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.


 


7.                                      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.


 


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 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.


 


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 Unit 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.


 


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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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Colleague

  



 


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