Exhibit 10.3


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


UNDER THE


CITY NATIONAL CORPORATION


AMENDED
AND RESTATED 2002 OMNIBUS PLAN


 


THIS RESTRICTED STOCK
UNIT AWARD AGREEMENT is made as of DATE between CITY NATIONAL CORPORATION, a
Delaware corporation (the “Company”), and COLLEAGUE NAME 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, 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: 
# of 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:


 


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(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
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 


 


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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 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.


 


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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.                                      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:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Colleague

  



 


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RESTRICTED
STOCK UNIT AWARD AGREEMENT


ADDENDUM


 


THIS ADDENDUM TO THE
RESTRICTED STOCK UNIT AWARD AGREEMENT provides the rules and procedures
relating to the grant of the Award and the operation of the Restricted Stock
Unit Account and the Dividend Equivalent Unit Account.


 


A.                                   Whenever
the following terms are used in the Restricted Stock Unit Award Agreement or in
this Addendum, they shall have the meaning specified below, unless the context
clearly indicates to the contrary:


 


Dividend Equivalent
Unit Account means the memorandum
account maintained by the Company or its agent on behalf of Colleague which is
credited with Dividend Equivalent Units and debited and credited with earnings
and losses on Investment Options under this Agreement.


 


Dividend Equivalent Unit
means a unit of measurement which is deemed for bookkeeping and payment
purposes to represent one dollar ($1.00) solely for purposes of this Agreement.


 


Fair Market Value
shall mean, with respect to Common Stock of the Company, the price at which the
Stock sold on the last normal transaction of the trading day on a specified
date, or if no trading occurs on such specified date, on the most recent
preceding business day on which trading occurred, as quoted on the New York
Stock Exchange.


 


Investment Options
shall mean the investment indices or securities selected by the Company among
which the Colleague will select for the purpose of determining how the
Colleague’s Dividend Equivalent Unit Account will be deemed to be invested in
order to determine the amount of earnings or losses to be credited or debited
to the Colleague’s Dividend Equivalent Unit Account. Specifically, the
Investment Options are the S&P 500 Composite Index, the Lehman Brothers
Aggregate Bond Index and the Three Month U. S. Treasury Bill.


 


Investment Performance shall
mean the total return amount of the S& P 500 Composite Index and the Lehman
Brothers Aggregate Bond Index for these Investment Options and the average
quarterly yield of the Three Month U.S. Treasury Bill Investment Option
reported in the Wall Street Journal or if not so reported, in any nationally
recognized financial publication, as of the last day of each calendar quarter.


 


Restricted Stock Unit means
a non-voting unit of measurement which is deemed for bookkeeping and payment purposes
to represent one outstanding share of Common Stock of the Company solely for
purposes of this Agreement.


 


Restricted Stock Unit Account
means the memorandum account maintained by the Company on behalf of each
Colleague which is credited with Restricted Stock Units under this Agreement. Each
Restricted Stock Unit represents the right to receive a distribution of one
Share as provided in the Restricted Stock Unit Award Agreement and this
Addendum.


 


Shares means
shares of the Company’s Common Stock.


 


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B.                                     Restricted Stock Unit Account. As soon as practical
following the Award Date, the Company shall credit the Colleague’s Restricted
Stock Unit Account with the number of Restricted Stock Units awarded.


 


C.                                     Dividend Equivalent Unit  Account. As
soon as practical following each of the Company’s dividend payable dates, the
Colleague’s Dividend Equivalent Unit Account shall be credited with the number
of Dividend Equivalent Units equal to the dividends paid by the Company during
the quarter on a number of Shares equal to the aggregate number of Restricted
Stock Units in the Colleague’s Restricted Stock Unit Account as of the record
date for such quarter’s dividend payment. Colleague shall be given the
opportunity to elect one or more of the Investment Options for the purpose of
determining the Investment Performance of the Colleague’s Dividend Equivalent
Unit Account. Colleague’s initial election shall remain effective until
amended; amendments will be allowed no more than once per calendar quarter and
will be effective for the quarter following the quarter in which the election
is made. If Colleague does not make an election, then Colleague’s Investment
Performance will be calculated using the Three Month U.S. Treasury Bill
Investment Option. The Colleague’s Dividend Equivalent Units will be increased
or decreased at the end of each calendar quarter to reflect the results of such
quarter’s Investment Performance on the Investment Options selected by the
Colleague.


 


D.                                    Distributions. As soon as practical following Colleague’s
termination of service, as defined in Section 409A of the Internal Revenue Code
(“Section 409A”) or, if the Colleague is a “key employee” as defined in Section
409A, such later date as required by Section 409A, the Restricted Stock Units
credited to the Colleague’s Restricted Stock Unit Account, which are not
subject to forfeiture as provided in the Plan, shall be converted to whole
Shares, the Dividend Equivalent Units credited to the Colleague’s Dividend
Equivalent Unit Account shall be converted to cash and the Shares and the cash
shall be distributed to the Colleague (or, in the event of his or her death,
the Colleague’s Beneficiary).


 


E.                                      Adjustments in Case of Changes in Common Stock. If there
shall occur any change in the outstanding Shares of the Company’s Common Stock
such as described in Section 7.2(a) of the Plan, the Company shall make such
proportionate and equitable adjustments consistent with the effect of such
event on stockholders generally, as the Committee determines to be necessary or
appropriate, in the number, kind and/or character of Shares of Stock or other
securities, property and/or rights contemplated hereunder, including any
appropriate adjustments to the market prices used in the determination of the
number of Shares and Restricted Stock Units, and in rights in respect of the
Colleague’s Restricted Stock Unit Account credited under this Agreement so as
to preserve the benefits intended.


 


F.                                      Plan Construction. It is the intent of the Company that
transactions pursuant to the Plan satisfy and be interpreted in a manner that
satisfies the applicable conditions for exemption under Rule 16b-3 promulgated
under the Exchange Act (“Rule 16b-3”) so that to the extent consistent therewith
the crediting of Restricted Stock Units and Dividend Equivalents and the
distribution of Shares and the balance remaining in the Dividend Equivalent
Unit Account hereunder will be entitled to the benefits of Rule 16b-3 or other
exemptive rules under Section 16 of the Exchange Act and will not be subjected
to avoidable liability thereunder.


 


It is the intent of the Company that the
Restricted Stock Units and Dividend Equivalent Units to which the Restricted
Stock Unit Award Agreement and this Addendum applies shall comply with Section
409A, and the Restricted Stock Unit Award Agreement and this Addendum shall be
interpreted 


 


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in a manner
which is consistent with the foregoing intent. Any provisions of the Restricted
Stock Unit Award Agreement and this Addendum which would not comply with the
requirements of Section 409A and the Regulations adopted thereunder shall be
deemed to be modified or eliminated in order to comply with these requirements.


 


G.                                     Unfunded Plan. The liability of the Company to the Colleague
under this Restricted Stock Unit Award Agreement shall be that of a debtor only
pursuant to such contractual obligations as are created by the Plan, the
Agreement and this Addendum, and no such obligation of the Company shall be
deemed to be secured by any assets, pledges, or other encumbrances on any
property of the Company. The Company has not segregated or earmarked any Shares
or any of the Company’s assets for the benefit of Colleague or his/her
beneficiary or estate, and the Plan does not, and shall not be construed to,
require the Company to do so. The Colleague and his/her beneficiary or estate
shall have only an unsecured, contractual right against the Company with
respect to any Restricted Stock Units or Dividend Equivalent Units, and such
right shall not be deemed superior to the right of any other creditor.


 


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