City National Corp Sample Contracts

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STOCK OPTION AGREEMENT UNDER THE CITY NATIONAL CORPORATION 1985 STOCK OPTION PLAN
Stock Option Agreement • March 21st, 2001 • City National Corp • National commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2000 • City National Corp • National commercial banks • Delaware
STOCK OPTION AGREEMENT UNDER THE CITY NATIONAL CORPORATION 1985 STOCK OPTION PLAN
Stock Option Agreement • March 14th, 1996 • City National Corp • National commercial banks
CITY NATIONAL CORPORATION Underwriting Agreement
Underwriting Agreement • September 14th, 2010 • City National Corp • National commercial banks • New York

City National Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for which you are acting as representative (the “Representative”), $300,000,000 principal amount of its 5.250% Senior Notes due 2020 (the “Securities”). The Securities are to be issued pursuant to the Indenture dated as of September 13, 2010 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

2,800,000 Shares CITY NATIONAL CORPORATION Common Stock, $1.00 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • May 8th, 2009 • City National Corp • National commercial banks • New York
REGISTERED REGISTERED CITY NATIONAL BANK No. R-1 6-3/8% SUBORDINATED CUSIP 177902 AA 1 NOTE DUE 2008 This Note is a Global Note within the meaning of the Issuing and Paying Agency Agreement hereinafter referred to and is registered in the name of the...
City National Corp • March 23rd, 1998 • National commercial banks

This Note is a Global Note within the meaning of the Issuing and Paying Agency Agreement hereinafter referred to and is registered in the name of the Depositary or a nominee thereof. This Note may not be exchanged in whole or in part for a Note registered, and no transfer of this Note in whole or in part may be registered, in the name of any person other than such Depositary or a nominee thereof, except in the limited circumstances described in the Issuing and Paying Agency Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2005 • City National Corp • National commercial banks • Delaware

The Board of Directors of the Company (the “Board”) has determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has cause

RIGHTS AGREEMENT
Rights Agreement • March 24th, 2000 • City National Corp • National commercial banks • Delaware
EXHIBIT 10.22.2 EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 1998 • City National Corp • National commercial banks • California
CITY NATIONAL CORPORATION $225,000,000 5.125% Senior Notes Due 2013 Registration Rights Agreement
City National Corp • April 9th, 2003 • National commercial banks • New York

Salomon Smith Barney Inc. City National Securities, Inc. Credit Suisse First Boston Corporation Keefe, Bruyette & Woods, Inc. Lehman Brothers Inc. RBC Dominion Securities Corporation As Representatives of the Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013

AGREEMENT AND PLAN OF MERGER by and among ROYAL BANK OF CANADA, CITY NATIONAL CORPORATION and RBC USA HOLDCO CORPORATION
Agreement and Plan of Merger • January 23rd, 2015 • City National Corp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2015 (this “Agreement”), by and among Royal Bank of Canada, a Canadian chartered bank (“Parent”), City National Corporation, a Delaware corporation (“Company”), and RBC USA Holdco Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Holdco”).

DEPOSIT AGREEMENT among CITY NATIONAL CORPORATION, COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, COMPUTERSHARE INC., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 7, 2013
Deposit Agreement • November 7th, 2013 • City National Corp • National commercial banks • Delaware

DEPOSIT AGREEMENT dated as of November 7, 2013, among (i) City National Corporation, a Delaware corporation, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc., and (iv) the Holders from time to time of the Receipts described herein.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2011 • City National Corp • National commercial banks • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 24th day of June, 2010 by and between RUSSELL GOLDSMITH (“Goldsmith”), on the one hand, and CITY NATIONAL BANK, a National Bank (“CNB”), and CITY NATIONAL CORPORATION (“Parent Corporation”), on the other hand (Goldsmith, CNB and the Parent Corporation, collectively the “Parties”) and supersedes the Amended and Restated Employment Agreement dated as of December 22, 2008 by and between Goldsmith, CNB and Parent Corporation (the “Prior Agreement”).

RESTRICTED STOCK AWARD AGREEMENT UNDER THE CITY NATIONAL CORPORATION
Restricted Stock Award Agreement • May 8th, 2015 • City National Corp • National commercial banks • California

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:

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

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:

STOCK OPTION AWARD AGREEMENT UNDER THE CITY NATIONAL CORPORATION
Stock Option Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

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

RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) UNDER THE CITY NATIONAL CORPORATION
Restricted Stock Unit Award Agreement • November 7th, 2014 • City National Corp • National commercial banks • California

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) 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:

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CITY NATIONAL CORPORATION (A DELAWARE CORPORATION) 4,000,000 DEPOSITARY SHARES, EACH REPRESENTING 1/40TH INTEREST IN A SHARE OF 6.750% FIXED RATE/FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES D, $1.00 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • November 7th, 2013 • City National Corp • National commercial banks • New York

Securities Offered: Depositary Shares, each representing 1/40th interest in a share of 6.750% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series D

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • City National Corp • National commercial banks • California

THIS EMPLOYMENT AGREEMENT is made as of the 15th day of May, 2003 by and between BRAM GOLDSMITH (“Goldsmith”), on the one hand, and CITY NATIONAL CORPORATION, a Delaware corporation (“CNC”) and CITY NATIONAL BANK, a National Banking Association (“CNB”). CNC and CNB are sometimes referred to collectively herein as “CNB” and “CNC”.

FIRST LEASE ADDENDUM
First Lease Addendum • March 2nd, 2009 • City National Corp • National commercial banks • California

This FIRST LEASE ADDENDUM (“Addendum”) is made and entered into as of November 1, 2002 (the “Effective Date”) by and between CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership (“Landlord”), and CITY NATIONAL BANK, a national banking association (“Tenant”), to amend and supplement that certain Office Building Lease between Landlord and Tenant, dated as of August 1, 2000 (the “Lease”).

PERFORMANCE UNIT AWARD AGREEMENT ADDENDUM (TSR)
Performance Unit Award Agreement • November 12th, 2013 • City National Corp • National commercial banks

THIS ADDENDUM TO THE PERFORMANCE UNIT AWARD AGREEMENT provides the rules and procedures relating to the grant of the Performance Unit Award and the operation of the Performance Unit Account.

PERFORMANCE UNIT AWARD AGREEMENT UNDER THE CITY NATIONAL CORPORATION
Performance Unit Award Agreement • November 12th, 2013 • City National Corp • National commercial banks • California

THIS PERFORMANCE UNIT AWARD AGREEMENT is made by and between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”), and Russell D. Goldsmith, an employee of the Company or a subsidiary of the Company (“Colleague”), with reference to the following:

LEASE SUPPLEMENT
Lease Supplement • March 2nd, 2009 • City National Corp • National commercial banks

BACKGROUND: Landlord has heretofore leased to Tenant, the Ground Floor and floors 2, 3, 4, 5, 6, 9, 10, 11, 20 and 21 in the building commonly known as 606 South Olive Street, Los Angeles, California (the “Building”) pursuant to leases described on Exhibit “A” annexed hereto (the “Leases”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2011 • City National Corp • National commercial banks • California

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of May 15, 2005, by and between BRAM GOLDSMITH (“Goldsmith”), on the one hand, and CITY NATIONAL CORPORATION, a Delaware corporation (“CNC”) and CITY NATIONAL BANK, a national banking association (“CNB”), on the other hand.

GUARANTEE AGREEMENT Dated as of December 8, 2009 By and Between CITY NATIONAL CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Guarantee Agreement • December 8th, 2009 • City National Corp • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 8, 2009, is executed and delivered by CITY NATIONAL CORPORATION, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of CITY NATIONAL CAPITAL TRUST I, a Delaware statutory trust (the “Trust”).

STOCK OPTION AWARD AGREEMENT UNDER THE CITY NATIONAL CORPORATION
Stock Option Award Agreement • March 1st, 2010 • City National Corp • National commercial banks • California

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:

RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY AWARD) UNDER THE CITY NATIONAL CORPORATION AMENDED AND RESTATED 2002 OMNIBUS PLAN
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

THIS RESTRICTED STOCK UNIT — CASH ONLY 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:

PERFORMANCE UNIT AWARD AGREEMENT ADDENDUM (EPS)
Performance Unit Award Agreement • May 9th, 2012 • City National Corp • National commercial banks

THIS ADDENDUM TO THE PERFORMANCE UNIT AWARD AGREEMENT provides the rules and procedures relating to the grant of the Performance Unit Award and the operation of the Performance Unit Account.

AMENDMENT NO. 2 TO THE RUSSELL GOLDSMITH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 16th, 2014 • City National Corp • National commercial banks

This AMENDMENT NO. 2 TO THE RUSSELL GOLDSMITH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of July 14, 2014, by and among Russell Goldsmith (“Goldsmith”), City National Bank (“CNB”) and City National Corporation (the “Parent Corporation”).

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