Exhibit 10.2


 


RESTRICTED STOCK AWARD AGREEMENT


UNDER THE


CITY NATIONAL CORPORATION


AMENDED
AND RESTATED 2002 OMNIBUS PLAN


 


RESTRICTED STOCK AWARD AGREEMENT
made as of, between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”),
and , an employee of the Company or a subsidiary of the Company (“Colleague”),
with reference to the following:


 


A.                                   On April 28, 2004 the shareholders of the Company
adopted the City National Corporation Amended and Restated 2002 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 of the Company’s common stock, (the “Common
Stock”).


 


B.                                     The
Committee has determined to grant to Colleague an award of restricted shares of
Stock pursuant to the terms and conditions of this Agreement.


 


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 Restricted Stock Award.


 


(a)                                  Details
of Award. The Company hereby grants a Restricted Stock Award (as defined in
the Plan), upon the terms and conditions set forth in this Agreement, with the
following terms:


 


(i)                                     Number
of Shares to be issued:  Shares (the “Restricted
Shares”) of Stock;


 


(ii)                                  The
date of issuance:     (the “Award Date”); and


 


(iii)                               The
consideration, if any, for the Restricted Shares:  Colleague’s employment with the Company.


 


(b)                                 Issuance
of Restricted Shares. The Restricted Shares shall be issued upon acceptance
hereof by Colleague and upon satisfaction of the conditions of this Agreement.


 


2.                                      Restricted
Shares. Colleague hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:


 


1

















 


(a)                                  Forfeiture
Restrictions. The Restricted Shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of
(the “Forfeiture Restrictions”) to the extent that Forfeiture Restrictions have
not lapsed. 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 Disability, 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 Shares to the extent then subject to the
Forfeiture Restrictions. The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of Restricted Shares.


 


(b)                                 Lapse
of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to
the Restricted Shares in accordance with the following schedule provided that
Colleague has been continuously employed by the Company from the Award Date
through the lapse date:


 


	
  Time from 

  Date of Award

  	
   

  	
  Restricted Stock

  Vesting

  	
   

  	
  Total Percentage of

  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
Shares 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 Shares still subject to
such restrictions, such lapse to be effective on the date of such approval or
Colleague’s termination date, if later.


 


(c)                                  Certificates/Shareholder
Rights. Shares of Restricted Stock will be evidenced by memorandum entries
on the records of the Company’s transfer agent. Colleague shall have voting
rights and shall be entitled to receive all dividends unless and until the
Restricted Shares are forfeited pursuant to the provisions of this Agreement. Cash
dividends paid on Shares of Common Stock will be paid to Colleague for the
Restricted Shares on the same date as paid to other Shareholders. Upon request
of the Committee or its delegate, Colleague shall deliver to the Company a
stock power, endorsed in blank, relating to the Restricted Shares then subject
to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions,
the Company shall cause a certificate or certificates to be issued without
legend in the name of Colleague, or such other name as provided in the Plan,
for the Shares upon which Forfeiture Restrictions lapsed. Notwithstanding any
other provisions of 


 


2

















 


this Agreement, the issuance or delivery of any shares of Common Stock
(whether subject to restrictions or unrestricted) may be postponed for such
period as may be required to comply with applicable requirements of any
national securities exchange or any requirements under any law or regulation
applicable to the issuance or delivery of such Shares. The Company shall not be
obligated to issue or deliver any shares of Common Stock if the issuance or
delivery thereof shall constitute a violation of any provision of any law or of
any regulation of any governmental authority or any national securities
exchange.


 


3.                                      Withholding
of Tax. The receipt of Restricted Shares or the lapse of any Forfeiture
Restrictions 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 or lapse, as the case may be, 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. 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 Restricted Shares to which the
restrictions have lapsed 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 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.                                      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.


 


3

















 


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,
including, any successor corporation or a parent or subsidiary corporation of
the Company or any successor corporation and Colleague. Colleague is
an at-will employee except as provided in any other written agreement.
Nothing contained in the Plan or the Agreement (or any Award made pursuant to
the Plan) shall confer upon any eligible Participant 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 Colleague, any time for any reason
whatsoever, with or without cause.


 


7.                                      Availability
of Plan/Plan Incorporated. Colleague acknowledges that the Company has made
available a copy of the Plan, and agrees that this Award of Restricted Shares
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. 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.


 


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 Shares. 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 Award, 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.


 


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


 


4

















 


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:

  	
  /s/ Christopher J.
  Carey

  	
   

  
	
   

  	
   

  	
  Christopher J. Carey,
  Executive Vice

  
	
   

  	
   

  	
  President, Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Colleague

  



 


PLEASE RETURN ONE COPY OF THE SIGNED AGREEMENT TO
THE COMPENSATION SECTION OF HUMAN RESOURCES (86-001)


 


5