EXHIBIT 10.3


 


YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


This Agreement is
made between UnionBanCal Corporation (the “Company”) and the Participant as of
the Award Date (the “Award Date”) as set forth on the Restricted Stock Award
Notice (the “Award Notice”) available from the UBS Financial Services Inc.
website (www.ubs.com/onesource/ub).


WITNESSETH:


WHEREAS,
the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock
Plan (the “Plan”) as an amendment and restatement of the predecessor
UnionBanCal Corporation Management Stock Plan authorizing the transfer of
common stock of the Company (“Stock”) to eligible individuals in connection
with the performance of services for the Company and its Subsidiaries (as
defined in the Plan).  The Plan is
administered by the Executive Compensation and Benefits Committee (“Committee”)
of the Company’s Board of Directors and is incorporated in this Agreement by
reference and made a part of it; and


WHEREAS, the
Company regards Participant as a valuable contributor to the Company, and has
determined that it would be to the advantage and interest of the Company and
its shareholders to grant to Participant the Stock provided for in this
Agreement, subject to restrictions, as an inducement to remain in the service
of the Company and as an incentive for increased efforts during such service;


NOW, THEREFORE, in
consideration of the foregoing premises, and the mutual covenants herein
contained, the parties to this Agreement hereby agree as follows:


1.                                       Restricted
Stock Award.  Contemporaneously with
the execution of this Agreement, the Company will issue to Participant the
number of shares of Stock as set forth in the applicable Award Notice on the
terms and conditions hereinafter set forth and in the applicable Award Notice.
Subject to the vesting requirements next described, shares evidencing the Stock
will be held in a book entry account controlled by the Company through the
transfer agent, subject to the rights of and limitations on Participant as
owner thereof as set forth in the Agreement. All shares of Stock issued
hereunder shall be deemed issued to Participant as fully paid and nonassessable
shares, and Participant shall have all rights of a shareholder with respect thereto,
including the right to vote, to receive dividends (including stock dividends),
to participate in stock splits or other recapitalizations, and to exchange such
shares in a merger, consolidation or other reorganization.  The Company shall pay any applicable stock
transfer taxes.  Participant hereby
acknowledges that Participant is acquiring the Stock issued hereunder for
investment and not with a view to the distribution thereof, and that
Participant does not intend to subdivide Participant’s interest in the Stock
with any other person.



  
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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


2.                                       Transfer
Restriction.  No Stock issued to
Participant hereunder shall be sold, transferred by gift, pledged,
hypothecated, or otherwise transferred or disposed of by Participant prior to
the date on which it becomes vested under paragraph 3.  This paragraph shall not preclude the
Participant from exchanging the Stock awarded hereunder pursuant to a cash or
stock tender offer, merger, reorganization or consolidation.  Notwithstanding the foregoing, any securities
(including stock dividends and stock splits) received with respect to shares of
Stock which are not yet vested under paragraph 3 shall be subject to the
provisions of this Agreement in the same manner and shall become fully vested
at the same time as the Stock with respect to which the additional securities
were issued.


3.             Vesting.


(a)                                  Participant’s
interest in the shares of Stock awarded under paragraph 1 shall become vested
and nonforfeitable as follows: 
twenty-five percent (25%) of the shares shall vest on each one year
anniversary of the Award Date such that all of the shares shall be fully vested
after four (4) years from the Award Date so long as Participant remains a bona
fide employee of the Company (or its Subsidiaries). Upon vesting, the Company
or its designated representative shall deliver to Participant the certificates
evidencing the nonforfeitable shares, provided the withholding requirements of
paragraph 5 have been satisfied.


In addition, upon
attainment of retirement age while Participant is a bona fide employee of the
Company (or its Subsidiaries), the shares of Stock awarded hereunder shall
become fully vested and nonforfeitable, provided, however, that this sentence
shall not apply if the Award Date is less than six (6) months prior to the date
of termination of employment as a result of such retirement.  Retirement age means age sixty (60) with ten
(10) years of service, or age sixty-two (62) with five (5) years of service,
with the Company or any of its Subsidiaries.


(b)                                 If Participant ceases to be a bona fide
employee of the Company or any of its Subsidiaries for any reason other than
death or disability (within the meaning of subparagraph (c)), all shares of Stock
to the extent not yet vested under subparagraph (a) on the date Participant
ceases to be an employee shall be forfeited by Participant without payment of
any consideration to Participant therefor. 
Any shares of Stock so forfeited shall be canceled and returned to the
status of authorized but unissued shares. 
Notwithstanding the foregoing, if the Participant’s employment is
terminated under the provisions of the Company’s Separation Pay Plan,
Participant’s interest in all shares of Stock awarded hereunder shall become
fully vested and nonforfeitable as of the date of termination, provided,
however, that this sentence shall not apply if the Award Date is less than six
(6) months prior to the date of such termination of employment.



  
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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


(c)                                  If Participant’s employment terminates by
reason of death, or Participant becomes entitled to long-term disability
benefits under the Union Bank of California Long Term Disability Plan while in
the employ of the Company or any of its Subsidiaries, Participant’s interest in
all shares of Stock awarded hereunder shall become fully vested and
nonforfeitable as of the date of death or long-term disability, provided,
however, that this sentence shall not apply if the Award Date is less than six
(6) months prior to the date of termination of employment as a result of death
or the date Participant becomes entitled to such long-term disability benefits.


(d)                                 If
Participant is on a leave of absence from the Company or a Subsidiary because
of disability, or for the purpose of serving the government of the country in
which the principal place of employment of Participant is located, either in a
military or civilian capacity, or for such other purpose or reason as the
Committee may approve, Participant shall not be deemed during the period of
such absence, by virtue of such absence alone, to have terminated employment
with the Company or a Subsidiary except as the Committee may otherwise
expressly provide.


4.                                       Section
83(b) Election.  Participant hereby
represents that he or she understands: 
(a) the contents and requirements of the election provided under Section
83(b) of the Internal Revenue Code, (b) the application of Section 83(b) to the
award of Stock to Participant pursuant to this Agreement, (c) the nature of the
election which can be made by Participant under Section 83(b), and (d) the
effect and requirements of the Section 83(b) election under applicable state
and local tax laws.  Participant
acknowledges that an election pursuant to Section 83(b) must be filed with the
Internal Revenue Service within thirty days following the Award Date, with his
federal income tax return for the taxable year in which the Award Date occurs,
and with the Company or its Subsidiary which is his employer.


5.                                       Withholding
of Taxes.  Participant shall pay
directly to the Company (or the Subsidiary that employs Participant) or to its
designated representative the amount necessary to satisfy all applicable
federal, state, and local income and employment tax withholding
requirements.  The Committee, in its
discretion, may withhold the required amount from other payments to Participant
or withhold shares of Stock necessary to satisfy any such requirements.  Any shares withheld to satisfy such
withholding requirements shall not be available for subsequent grants under the
Plan.


6.                                       No
Effect on Terms of Employment. 
Nothing in this Agreement shall affect the right of the Company (or
Subsidiary which employs Participant) to terminate or change the terms of
employment of Participant at any time and for any reason, with or without
cause.



  
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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


7.                                       No
Effect on Other Plans.  The Stock
transferred pursuant to this Agreement shall not affect participation in, or
the computation of benefits under any other employee benefit plan of the
Company or its Subsidiaries.  For
purposes of any bonus or incentive program for which the Participant is
eligible and for purposes of any employee benefit plans, to the extent
permitted by applicable laws and by pertinent provisions of such plans, the
Company or its Subsidiaries shall disregard any shares of Stock and any other
benefits received by Participant under this Plan.


8.                                       Notice.  Any notice or other paper required to be
given or sent pursuant to the terms of this Agreement shall be sufficiently
given or served hereunder to any party when transmitted by registered or
certified mail, postage prepaid, addressed to the party to be served as
follows:


Company:                              Executive Vice
President and Director of Human Resources


UnionBanCal
Corporation


400
California Street, 10th Floor


San Francisco, CA 94104


Participant:                                                                                    At
Participant’s address in the Company’s files, or to such other address as
Participant may specify in writing to the Company.


Plan Administrator:                                         UBS Financial Services Inc.


300
Lighting Way


Secaucus,
NJ 07094


www.ubs.com/onesource/ub


Any party may designate another address for receipt of
notices so long as notice is given in accordance with this paragraph.


9.                                       Committee
Decisions Conclusive.  All decisions,
determinations and interpretations of the Committee arising under the Plan or
under this Agreement shall be conclusive and binding on all parties.


10.                                 Mandatory
Arbitration.  Any dispute arising out
of or relating to this Agreement or the Award Notice, including its meaning or
interpretation, shall be resolved solely by arbitration before an arbitrator
selected in accordance with the rules of the American Arbitration Association.  The location for the arbitration shall be in
San Francisco, Los Angeles or San Diego as selected by the Company in good
faith.  Judgment on the award rendered
may be entered in any court having jurisdiction.  The party the arbitrator determines is the prevailing
party shall be entitled to have the other party pay the expenses of the
prevailing party, and in this regard the arbitrator shall have the power to
award recovery to such prevailing party of all costs and fees (including
attorneys fees and a reasonable allocation for the costs of the Company’s
in-house counsel), administrative fees, arbitrator’s fees and court costs, all
as determined by the arbitrator.  Absent
such 



  
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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


                                                award
of the arbitrator, each party shall pay an equal share of the arbitrator’s
fees.  All statutes of limitation which
would otherwise be applicable shall apply to any arbitration proceeding under
this paragraph.  The provisions of this
paragraph are intended by Participant and the Company to be exclusive for all
purposes and applicable to any and all disputes arising out of or relating to
this Agreement and the Award Notice.  The
arbitrator who hears and decides any dispute shall have jurisdiction and
authority only to award compensatory damages to make whole a person or entity
sustaining foreseeable economic damages, and shall not have jurisdiction and
authority to make any other award of any type, including without limitation,
punitive damages, unforeseeable economic damages, damages for pain, suffering
or emotional distress, or any other kind or form of damages.  The remedy, if any, awarded by the arbitrator
shall be the sole and exclusive remedy for any dispute which is subject to
arbitration under this paragraph.


11.                                 Successors.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.  Nothing contained in the Plan or this
Agreement shall be interpreted as imposing any liability on the Company or the
Committee in favor of any Participant or any purchaser or other transferee of
Stock with respect to any loss, cost or expense which such Participant,
purchaser or transferee may incur in connection with, or arising out of any
transaction involving any shares of Stock subject to the Plan or this
Agreement.


12.                                 Integration.  The terms of the Plan, this Agreement and the
Award Notice are intended by the Company and the Participant to be the final
expression of their contract with respect to the shares of Stock and other
amounts received under the Plan and may not be contradicted by evidence of any
prior or contemporaneous agreement.  The
Company and the Participant further intend that the Plan, this Agreement and
the Award Notice shall constitute the complete and exclusive statement of their
terms and that no extrinsic evidence whatsoever may be introduced in any
arbitration, judicial, administrative or other legal proceeding involving the
Plan, this Agreement or the Award Notice. 
Accordingly, the Plan, this Agreement and the Award Notice contain the
entire understanding between the parties and supersede all prior oral, written
and implied agreements, understandings, commitments and practices among the
parties.  In the event of any conflict
among the provisions of the Plan document, this Agreement and the Award Notice,
the Plan document shall prevail.  The
Company and Participant shall have the right to amend this Agreement in writing
as they mutually agree.


13.                                 Waivers.  Any failure to enforce any terms or
conditions of the Plan, this Agreement or the Award Notice by the Company or by
the Participant shall not be deemed a waiver of that term or condition, nor
shall any waiver or relinquishment of any right or power at any one time or
times be deemed a waiver or relinquishment of that right or power for all or
any other times.



  
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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


14.                                 Severability
of Provisions.  If any provision of
the Plan, this Agreement or the Award Notice shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision thereof; and the Plan, this Agreement and the Award Notice shall be
construed and enforced as if neither of them included such provision.


15.                                 California
Law.  The Plan, this Agreement and
the Award Notice shall be construed and enforced according to the laws of the
State of California to the extent not preempted by the federal laws of the
United States of America.  In the event
of any arbitration proceedings, actions at law or suits in equity in relation
to the Plan, this Agreement or the Award Notice, the prevailing party in such
proceeding, action or suit shall receive from the losing party its attorneys’
fees and all other costs and expenses of such proceeding, action or suit.


By accepting the
Award Notice on the UBS Financial Services Inc. website, the Participant
accepts the terms of the Management Stock Plan and this Restricted Stock Agreement.  The Participant also hereby acknowledges
receipt of a copy of the Prospectus, the Management Stock Plan Restricted Stock
Highlights and the Year 2000 UnionBanCal Corporation Management Stock Plan,
effective January 1, 2000.


 


	
  

  	
  UNIONBANCAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Paul Fearer, Executive Vice President

  	
   

  



 



  
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