Exhibit 10.37


 


DIRECTOR
STOCK OPTION AGREEMENT


UNDER
THE


CITY
NATIONAL CORPORATION


AMENDED
AND RESTATED 2002 OMNIBUS PLAN


 


This Stock Option Agreement is
made and entered into as of [insert grant date],
by and between City National Corporation, a
Delaware corporation (the “Company”), and [insert Director’s name],
a director of the Company (the “Optionee”), with reference to the following:


 


A.                                   Under
Section 2.8 of the City National Corporation Amended and Restated 2002
Omnibus Plan (the “Plan”), non-employee directors of the Company are
automatically granted options to purchase 500 shares of the Company’s common
stock, $1.00 par value (the “Stock”), each year on date of the Company’s annual
meeting of stockholders.


 


B.                                     Optionee
is a director, but not an employee, of the Company and, therefore, is eligible
to receive a grant of options pursuant to Section 2.8 of the Plan.


 


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 Optionee is granted the right and option (the “Option”) to purchase,
upon the terms and conditions set forth in this Agreement, all or any part of
the following number of shares of Stock at the following price per share:


 


	
  Number of Shares

  	
   

  	
  Price Per Share

  
	
   

  	
   

  	
   

  
	
  500

  	
   

  	
  $

  	
  1.00

  



 


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


 


2.                                       Time of Exercise. 
The Option will vest in Optionee and may be exercised at any time and
from time to time, as to all or any number of full shares not exceeding in the
aggregate the number of shares set forth in Paragraph 1, beginning [insert date six months from grant date] (or, if earlier,
upon termination of the Optionee’s position as director of the Company for any
reason other than for cause) and ending [insert date ten years
from grant date] (the “Expiration Date”) (or, if earlier, upon
termination of the Option as described in Paragraph 4).  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.


 


3.                                       Method of Exercise. 
The Option or any part thereof may be exercised by giving written notice
of exercise to the Secretary of the Company, 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 (and payment of any amount necessary to
satisfy any taxes or other amounts required by any governmental authority to be
withheld and paid over to such authority for the account of the Optionee,
unless the


 


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Optionee has made
other arrangements satisfactory to the Committee, as defined in the Plan), such
payment to be in cash or in shares of Stock or a combination thereof.  If any part of such payment consists of
Stock, such Stock must have been owned for at least one year and will be valued
at the last sale price of such Stock as reported by the New York Stock
Exchange on the day before the date of exercise.  The date such notice is received by the
office of the Secretary will be the date of exercise of the Option as to such
number of shares.


 


The Company will issue and deliver to Optionee a certificate for the
number of shares purchased; provided, however, that if the Company is required
to take any action pursuant to Paragraph 9 with respect to the shares
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.                                       Termination of Option. 
The Option and all rights granted under this Agreement, to the extent
such rights have not been exercised, will terminate on the earlier of the
Expiration Date or the earliest to occur of the following:


 


4.1                                 Immediately upon termination of Optionee’s
position as director of the Company for cause, as defined in the Plan.


 


4.2                                 Three (3) months after the date of
termination of Optionee’s position as director of the Company for any reason
other than for cause.


 


5.                                       Limitation on Transfer. 
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, except that after the Optionee’s
death, the Option and all rights granted under this Agreement, to the extent
such rights have not theretofore been exercised, may be exercised by Optionee’s
personal representative or by the person or persons to whom the Option passes
by will or by the applicable laws of descent and distribution and except as may
otherwise be provided in the Plan.


 


6.                                       Receipt of Plan. 
Optionee acknowledges that Optionee has received a copy of the
Plan.  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 Section 1.3 of the
Plan.


 


7.                                       Committee Decisions. 
All decisions of the Committee with respect to any questions concerning
the application, administration or interpretation of the Plan will be
conclusive and binding on the Company and Optionee.


 


8.                                       No Rights as Stockholder. 
Optionee will have no rights as a stockholder with respect to shares of
the Company’s Stock covered by this Option until the date of the issuance of a
stock certificate or stock certificates. 
No adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificate or certificates are
issued.


 


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9.                                       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 federal or state law, the
Securities and Exchange Commission, the California Commissioner of
Corporations, any national securities exchange upon which the Stock of the
Company may be listed and any other regulatory agency having jurisdiction have
been fully complied with.


 


10.                                 Binding Effect. 
This Agreement will bind and inure to the benefit of the Company and its
successors and assigns and Optionee and any permitted successors and assigns of
Optionee.


 


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


 


 


	
   

  	
  City National Corporation, a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [insert name and title]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [insert Director’s name]
  ,Optionee

  



 


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