Exhibit
10.35


 


STOCK
OPTION AWARD AGREEMENT


UNDER THE


CITY
NATIONAL CORPORATION


2002 AMENDED
AND RESTATED OMNIBUS PLAN


 


This Stock Option
Agreement is made and entered into as of <Date>, by and
between City National Corporation, a
Delaware corporation (the “Company”), and <Colleague Name>, an employee
of the Company or a subsidiary of the Company (the “Optionee”), with reference
to the following:


 


A.                                   On April 28, 2004 the shareholders of the
Company adopted the City National Corporation 2002 Amended and Restated 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 “Stock”).


 


B.                                     The
Committee has determined to grant Optionee an option to purchase shares of
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 Stock at the following price per share:


 




	
  Number
  of Shares

  	
   

  	
  Price Per Share

  
	
   

  	
   

  	
   

  
	
  <#
  Options>

  	
   

  	
  <Grant
  Price>

  






 


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, Total Disability
or Retirement. In the event Colleague’s employment is terminated for any other
reason, including retirement prior to age sixty-five with the approval of the
Company or employing subsidiary, 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 Stock, or in a
broker-assisted same-day sale transaction or a combination thereof.  If any part of such payment consists of
Stock, such Stock must have been owned for at least six months and will be
valued at the last sale price of such 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 will issue
and deliver to Optionee a certificate for the number of shares purchased;
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 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 stock you deliver for at least six months. Any 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 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, as determined by the
Committee.


 


2

















 


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 under subparagraph 5.2 above, Optionee
may exercise the Option only to the extent vested under paragraph 2 above on
the date of termination.


 


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.


 


The Plan and this
Agreement shall not 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.


 


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


 


3

















 


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 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 cash dividends for which the record date is prior to the date such
stock certificate or certificates are issued.


 


11.                               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 Stock of the Company may be listed and any other regulatory agency
having jurisdiction have been fully complied with.


 


12.                               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.


 


13.                               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.


 


14.                               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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  <Colleague Name>

  	
   

  
	
   

  	
   

  	
  Optionee

  	
   

  



 


 


PLEASE
RETURN ONE COPY OF THE SIGNED AGREEMENT TO THE COMPENSATION

SECTION OF HUMAN RESOURCES (86-001)


 


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