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These excerpts taken from the CYN 10-K filed Mar 2, 2009. 3.2 Investment Elections.
(a) At the time of making each deferral election described in Section 3.1, the Participant shall designate, using a form, method, or process approved by the Committee, which Fund or Funds the Compensation deferred pursuant to such election will be deemed to be invested in for purposes of determining the amount of earnings or losses to be credited or debited to his or her Plan Year Subaccount that the Committee establishes pursuant to Section 4.1 to account for such deferred Compensation.
(b) In making the designation pursuant to this Section 3.2, the Participant must specify, in multiples of one (1), the percentage of his or her corresponding Plan Year Subaccount
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that shall be deemed to be invested in one or more Funds. A Participant may change the designation made under this Section 3.2 with respect to any or all of his or her Plan Year Subaccounts by filing an election, using a form, method, or process approved by the Committee. If a Participant fails to make an investment election for Compensation deferred in any Plan Year, the Participant’s most recent investment election for future deferrals shall apply to the Plan Year Subaccount established for such Plan Year and each Plan Year Subaccount established with respect to any subsequent Plan Year Subaccount(s) until the Participant files an election with the Bank or its agent in accordance with the provisions of this Section 3.2 with respect to such Plan Year Subaccount(s). Notwithstanding the foregoing, if a Participant has not previously elected a Fund under this Section 3.2, he or she shall be deemed to have elected the money market option, or such other Fund that the Committee designates as the default fund for purposes of this Plan.
(c) The Committee shall select from time to time, in its sole discretion, the Funds in which Compensation deferred under this Plan will be deemed to be invested. The Earnings Rate of each Fund shall be used to determine the amount of earnings or losses to be credited or debited to the Participant’s Deferral Account under Article IV. The Bank reserves the right to change the Funds, and to increase or decrease the number of Funds, available as the Funds for purposes of this Plan.
(d) Notwithstanding the Participant’s ability to designate the Funds in which the Plan Year Subaccounts of his or her Deferral Account shall be deemed to be invested, the Bank shall have no obligation to invest any funds in accordance with any Participant’s election. A Participant’s Deferral Account shall merely be a bookkeeping entry on the Bank’s books, and no Participant shall obtain any interest in any of the Funds.
(e) Effective as of January 1, 2008, the “CNC Stock” Fund will be added as a Fund available under the Plan, subject to the following conditions and such other conditions as the Committee which administers the Plan may determine:
(i) A Participant may designate, using a form, method, or process approved by the Committee, a percentage of his or her Plan Year Subaccount for any Plan Year that shall be deemed to be invested in the CNC Stock Fund, subject to the following conditions:
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(A) A Participant must make an election to designate the CNC Stock Fund for the entire Annual Award which the Participant defers for any Plan Year beginning in 2008 or thereafter at the time when the Participant elects to defer Compensation for such Plan Year.
(B) A Participant will only be permitted to make a one-time election in 2007 to designate the CNC Stock Fund for all or specified percentages of his Plan Year Subaccounts for 2007 or earlier years or for Rollover Amounts.
(C) A Participant will not be permitted to designate the CNC Stock Fund for any Annual Retainer or Meeting Fees which are payable in 2008 or thereafter.
(ii) Notwithstanding any other provision of the Plan, a Participant may not subsequently change his or her investment election (or diversify out of the CNC Stock Fund) for any amounts which the Participant has designated to be invested in the CNC Stock Fund.
(iii) Notwithstanding any other provision of the Plan, unless otherwise permitted by the Committee, no in-service distribution election may be made by a Participant for any Plan Year Subaccount if any portion of such Plan Year Subaccount is designated to be invested in the CNC Stock Fund. The portion of any Plan Year Subaccount which is designated to be invested in the CNC Stock Fund will be distributed in a lump sum or installments following the Participant’s Separation from Service as a Director at the same time when other distributions are made from such Plan Year Subaccount pursuant to the distribution elections made by the Participant in accordance with the provisions of the Plan.
(A) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for 2004 or any earlier year or his or her Rollover Amount for which the Participant has previously elected to receive an in service distribution.
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(B) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for any Plan Year between 2004 and 2007 for which the Participant has previously elected to receive an in service distribution, unless the Participant makes a new election in 2007 for such Plan Year Subaccount to receive a distribution in a lump sum or installments following the Participant’s Separation from Service as a Director in accordance with the provisions of the Plan.
(iv) The CNC Stock Fund will be measured in number of shares of City National Corporation Common Stock (“CNC Stock”). The number of shares of CNC Stock will be appropriately adjusted, as determined by the Committee, to reflect any stock splits, reverse stock splits, stock dividends, or similar events.
(v) Shares in the CNC Stock Fund do not convey the rights to ownership of shares of CNC Stock and do not have voting rights. The Bank’s obligation with respect to the CNC Stock Fund is unfunded. A Participant will only acquire ownership and voting rights when shares of CNC Stock are actually distributed to the Participant in accordance with the provisions of the Plan.
(vi) All distributions from the CNC Stock Fund will be made solely in CNC Stock, except that any fractional shares will be paid in cash. The number of shares distributed will be reduced to cover all taxes, if any, which are required to be withheld by Bank in respect to distributions of CNC Stock under the Plan.
(vii) All cash dividends which are paid on CNC Stock held in the CNC Stock Fund will not be deemed to be invested in the CNC Stock Fund, but will be credited in cash and will initially be deemed to be invested in the money market option or such other Fund that the Committee designates for this purpose, and thereafter may be reallocated by the Participant among Funds (other than the CNC Stock Fund) as permitted by the Committee.
(viii) All CNC Stock which is distributed to Participants pursuant to this Plan will be distributed under a plan which has been approved by the stockholders of the
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Corporation, if required to comply with any applicable federal or state law or applicable New York Stock Exchange listing standard.
3.2 Investment Elections.
(a) At the time of making each deferral election described in Section 3.1, the Participant shall designate, using a form, method, or process approved by the Committee, which Fund or Funds the Compensation deferred pursuant to such election will be deemed to be invested in for purposes of determining the amount of earnings or losses to be credited or debited to his or her Plan Year Subaccount that the Committee establishes pursuant to Section 4.1 to account for such deferred Compensation.
(b) In making the designation pursuant to this Section 3.2, the Participant must specify, in multiples of one (1), the percentage of his or her corresponding Plan Year Subaccount
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that shall be deemed to be invested in one or more Funds. A Participant may change the designation made under this Section 3.2 with respect to any or all of his or her Plan Year Subaccounts by filing an election, using a form, method, or process approved by the Committee. If a Participant fails to make an investment election for Compensation deferred in any Plan Year, the Participant’s most recent investment election for future deferrals shall apply to the Plan Year Subaccount established for such Plan Year and each Plan Year Subaccount established with respect to any subsequent Plan Year Subaccount(s) until the Participant files an election with the Bank or its agent in accordance with the provisions of this Section 3.2 with respect to such Plan Year Subaccount(s). Notwithstanding the foregoing, if a Participant has not previously elected a Fund under this Section 3.2, he or she shall be deemed to have elected the money market option, or such other Fund that the Committee designates as the default fund for purposes of this Plan.
(c) The Committee shall select from time to time, in its sole discretion, the Funds in which Compensation deferred under this Plan will be deemed to be invested. The Earnings Rate of each Fund shall be used to determine the amount of earnings or losses to be credited or debited to the Participant’s Deferral Account under Article IV. The Bank reserves the right to change the Funds, and to increase or decrease the number of Funds, available as the Funds for purposes of this Plan.
(d) Notwithstanding the Participant’s ability to designate the Funds in which the Plan Year Subaccounts of his or her Deferral Account shall be deemed to be invested, the Bank shall have no obligation to invest any funds in accordance with any Participant’s election. A Participant’s Deferral Account shall merely be a bookkeeping entry on the Bank’s books, and no Participant shall obtain any interest in any of the Funds.
(e) Effective as of January 1, 2008, the “CNC Stock” Fund will be added as a Fund available under the Plan, subject to the following conditions and such other conditions as the Committee which administers the Plan may determine:
(i) A Participant may designate, using a form, method, or process approved by the Committee, a percentage of his or her Plan Year Subaccount for any Plan Year that shall be deemed to be invested in the CNC Stock Fund, subject to the following conditions:
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(A) A Participant must make an election to designate the CNC Stock Fund for the entire Annual Award which the Participant defers for any Plan Year beginning in 2008 or thereafter at the time when the Participant elects to defer Compensation for such Plan Year.
(B) A Participant will only be permitted to make a one-time election in 2007 to designate the CNC Stock Fund for all or specified percentages of his Plan Year Subaccounts for 2007 or earlier years or for Rollover Amounts.
(C) A Participant will not be permitted to designate the CNC Stock Fund for any Annual Retainer or Meeting Fees which are payable in 2008 or thereafter.
(ii) Notwithstanding any other provision of the Plan, a Participant may not subsequently change his or her investment election (or diversify out of the CNC Stock Fund) for any amounts which the Participant has designated to be invested in the CNC Stock Fund.
(iii) Notwithstanding any other provision of the Plan, unless otherwise permitted by the Committee, no in-service distribution election may be made by a Participant for any Plan Year Subaccount if any portion of such Plan Year Subaccount is designated to be invested in the CNC Stock Fund. The portion of any Plan Year Subaccount which is designated to be invested in the CNC Stock Fund will be distributed in a lump sum or installments following the Participant’s Separation from Service as a Director at the same time when other distributions are made from such Plan Year Subaccount pursuant to the distribution elections made by the Participant in accordance with the provisions of the Plan.
(A) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for 2004 or any earlier year or his or her Rollover Amount for which the Participant has previously elected to receive an in service distribution.
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(B) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for any Plan Year between 2004 and 2007 for which the Participant has previously elected to receive an in service distribution, unless the Participant makes a new election in 2007 for such Plan Year Subaccount to receive a distribution in a lump sum or installments following the Participant’s Separation from Service as a Director in accordance with the provisions of the Plan.
(iv) The CNC Stock Fund will be measured in number of shares of City National Corporation Common Stock (“CNC Stock”). The number of shares of CNC Stock will be appropriately adjusted, as determined by the Committee, to reflect any stock splits, reverse stock splits, stock dividends, or similar events.
(v) Shares in the CNC Stock Fund do not convey the rights to ownership of shares of CNC Stock and do not have voting rights. The Bank’s obligation with respect to the CNC Stock Fund is unfunded. A Participant will only acquire ownership and voting rights when shares of CNC Stock are actually distributed to the Participant in accordance with the provisions of the Plan.
(vi) All distributions from the CNC Stock Fund will be made solely in CNC Stock, except that any fractional shares will be paid in cash. The number of shares distributed will be reduced to cover all taxes, if any, which are required to be withheld by Bank in respect to distributions of CNC Stock under the Plan.
(vii) All cash dividends which are paid on CNC Stock held in the CNC Stock Fund will not be deemed to be invested in the CNC Stock Fund, but will be credited in cash and will initially be deemed to be invested in the money market option or such other Fund that the Committee designates for this purpose, and thereafter may be reallocated by the Participant among Funds (other than the CNC Stock Fund) as permitted by the Committee.
(viii) All CNC Stock which is distributed to Participants pursuant to this Plan will be distributed under a plan which has been approved by the stockholders of the
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Corporation, if required to comply with any applicable federal or state law or applicable New York Stock Exchange listing standard.
These excerpts taken from the CYN 10-K filed Mar 15, 2006. 3.2 INVESTMENT ELECTIONS.
(a) At the time of making each deferral election described in Section 3.1, the Participant shall designate, on a form provided and in a manner specified by the Committee, which Fund or Funds the Compensation deferred pursuant to such election will be deemed to be invested in for purposes of determining the amount of earnings or losses to be credited or debited to his or her Plan Year Subaccount that the Committee establishes pursuant to Section 4.1 to account for such deferred Compensation.
(b) In making the designation pursuant to this Section 3.2, the Participant must specify, in multiples of 10, the percentage of his or her corresponding Plan Year Subaccount that shall be deemed to be invested in one or more Funds. Effective as of the first business day of any month, a Participant may change the designation made under this Section 3.2 with respect to any or all of his or her Plan Year Subaccounts by filing an election, on a form provided and in a manner specified by the Committee. If a Participant fails to make an investment election for Compensation deferred in any Plan Year, the Participant’s most recent investment election shall apply to the Plan Year Subaccount established for such Plan Year and each Plan Year Subaccount established with respect to any subsequent Plan Year Subaccount(s) until the Participant files an election with the Committee in accordance with the provisions of this Section 3.2 with respect to such Plan Year Subaccount(s). Notwithstanding the foregoing, if a Participant has not previously elected a Fund under this Section 3.2, he or she shall be deemed to have elected the money market
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option, or such other Fund that the Committee designates as the default fund for purposes of this Plan.
(c) The Committee shall select from time to time, in its sole discretion, the Funds in which Compensation deferred under this Plan will be deemed to be invested. The Earnings Rate of each Fund shall be used to determine the amount of earnings or losses to be credited or debited to the Participant’s Deferral Account under Article IV. The Bank reserves the right to change the Funds, and to increase or decrease the number of Funds, available as the Funds for purposes of this Plan.
(d) Notwithstanding the Participant’s ability to designate the Funds in which the Plan Year Subaccounts of his or her Deferral Account shall be deemed to be invested, the Bank shall have no obligation to invest any funds in accordance with any Participant’s election. A Participant’s Deferral Account shall merely be a bookkeeping entry on the Bank’s books, and no Participant shall obtain any interest in any of the Funds.
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3.2 - INVESTMENT ELECTIONS.
(a) At the time of making each deferral election described in Section 3.1, the Participant shall designate, on a form provided and in a manner specified by the Committee, which Fund or Funds the Compensation deferred pursuant to such election will be deemed to be invested in for purposes of determining the amount of earnings or losses to be credited or debited to his or her Plan Year Subaccount that the Committee establishes pursuant to Section 4.1 to account for such deferred Compensation.
(b) In making the designation pursuant to this Section 3.2, the Participant must specify, in multiples of 10, the percentage of his or her corresponding Plan Year Subaccount that shall be deemed to be invested in one or more Funds. Effective as of the first business day of any month, a Participant may change the designation made under this Section 3.2 with respect to any or all of his or her Plan Year Subaccounts by filing an election, on a form provided and in a manner specified by the Committee. If a Participant fails to make an investment election for Compensation deferred in any Plan Year, the Participant’s most recent investment election shall apply to the Plan Year Subaccount established for such Plan Year and each Plan Year Subaccount established with respect to any subsequent Plan Year Subaccount(s) until the Participant files an election with the Committee in accordance with the provisions of this Section 3.2 with respect to such Plan Year Subaccount(s). Notwithstanding the foregoing, if a Participant has not previously elected a Fund under this Section 3.2, he or she shall be deemed to have elected the money market option, or such other Fund that the Committee designates as the default fund for purposes of this Plan.
(c) The Committee shall select from time to time, in its sole discretion, the Funds in which Compensation deferred under this Plan will be deemed to be invested. The Earnings Rate of each Fund shall be used to determine the amount of earnings or losses to be credited or debited to the Participant’s Deferral Account under Article IV. The Bank reserves the right to change the Funds, and to increase or decrease the number of Funds, available as the Funds for purposes of this Plan.
(d) Notwithstanding the Participant’s ability to designate the Funds in which the Plan Year Subaccounts of his or her Deferral Account shall be deemed to be invested, the Bank shall have no obligation to invest any funds in accordance with any Participant’s election. A Participant’s Deferral Account shall merely be a bookkeeping entry on the Bank’s books, and no Participant shall obtain any interest in any of the Funds.
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