# **EXHIBIT 10.14**

 

# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

**NON-EMPLOYEEDIRECTORS**

 

This Agreement is made asof                   ,          (the “Award Date”), between UnionBanCal Corporation (the “Company”) and                      (“Participant”).

 

WITNESSETH:

 

WHEREAS, the Company has adopted the Year 2000 UnionBanCalCorporation Management Stock Plan (the “Plan”) as an amendment and restatementof the predecessor UnionBanCal Corporation Management Stock Plan authorizingthe transfer of common stock of the Company (“Stock”) to eligible individualsin connection with the performance of services for the Company and itsSubsidiaries (as defined in the Plan). The Plan is administered by the Executive Compensation and BenefitsCommittee (“Committee”) of the Company’s Board of Directors and is incorporatedin this Agreement by reference and made a part of it; and

 

WHEREAS, the Companyregards Participant as a valuable contributor to the Company, and hasdetermined that it would be to the advantage and interest of the Company andits shareholders to grant to Participant the Stock provided for in thisAgreement, subject to restrictions, as an inducement to remain in the serviceof the Company and as an incentive for increased efforts during such service;

 

NOW, THEREFORE, inconsideration of the foregoing premises, and the mutual covenants hereincontained, the parties to this Agreement hereby agree as follows:

 

1.                                       RestrictedStock Award.  Contemporaneously withthe execution of this Agreement, the Company will issue to Participant sharesof Stock. Subject to the vesting requirements next described, shares evidencingthe Stock will be held in a book entry account controlled by the Companythrough the transfer agent, subject to the rights of and limitations onParticipant as owner thereof as set forth in the Agreement. All shares of Stockissued hereunder shall be deemed issued to Participant as fully paid andnonassessable shares, and Participant shall have all rights of a shareholderwith respect thereto, including the right to vote, to receive dividends(including stock dividends), to participate in stock splits or otherrecapitalizations, and to exchange such shares in a merger, consolidation orother reorganization.  The Company shallpay any applicable stock transfer taxes. Participant hereby acknowledges that Participant is acquiring the Stockissued hereunder for investment and not with a view to the distributionthereof, and that Participant does not intend to subdivide Participant’sinterest in the Stock with any other person.

 

2.                                       TransferRestriction.  No Stock issued toParticipant hereunder shall be sold, transferred by gift, pledged,hypothecated, or otherwise transferred or disposed of by Participant prior tothe date on which it becomes vested under paragraph 3.  This paragraph shall not preclude theParticipant from exchanging the Stock awarded hereunder pursuant to a cash orstock tender offer, merger, reorganization or consolidation.  Notwithstanding the foregoing, any securities(including stock dividends and stock splits) received with

 

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respect to shares ofStock which are not yet vested under paragraph 3 shall be subject to theprovisions of this Agreement in the same manner and shall become fully vestedat the same time as the Stock with respect to which the additional securitieswere issued.

 

3.                                       Vesting.

 

(a)                                  Participant’sinterest in the Stock awarded under paragraph 1 (including applicable stockdividends and stock splits) shall become fully vested and nonforfeitable on               ,             solong as Participant remains in service as a Non-Employee Director of theCompany (or any of its Subsidiaries) through that date. Upon vesting, theCompany or its designated representative shall deliver to Participant thecertificates evidencing the nonforfeitable shares.

 

(b)                                 If Participant ceases to be aNon-Employee Director of the Company or any of its Subsidiaries for any reasonother than death or disability (within the meaning of subparagraph (c)), allshares of Stock to the extent not yet vested under subparagraph (a) on thedate Participant ceases to be a Non-Employee Director shall be forfeited byParticipant without payment of any consideration to Participant therefor.  Any shares of Stock so forfeited shall becanceled and returned to the status of authorized but unissued shares.

 

(c)                                  IfParticipant’s service as a Non-Employee Director of the Company (or any of itsSubsidiaries) terminates by reason of death, or Participant becomes disabled(within the meaning of Section 22(e)(3) of the Code) while aNon-Employee Director of the Company (or any of its Subsidiaries), Participant’sinterest in all shares of Stock awarded hereunder shall become fully vested andnonforfeitable as of the date of death or such disability.

 

4.                                       Section 83(b) Election.  Participant hereby represents that he or sheunderstands:  (a) the contents andrequirements of the election provided under Section 83(b) of theInternal Revenue Code, (b) the application of Section 83(b) tothe award of Stock to Participant pursuant to this Agreement, (c) thenature of the election which can be made by Participant under Section 83(b),and (d) the effect and requirements of the Section 83(b) electionunder applicable state and local tax laws. Participant acknowledges that an election pursuant to Section 83(b) mustbe filed with the Internal Revenue Service within thirty days following theAward Date, with his federal income tax return for the taxable year in whichthe Award Date occurs, and with the Company or its Subsidiary of whichParticipant is a Non-Employee Director.

 

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5.                                       Notice.  Any notice or other paper required to begiven or sent pursuant to the terms of this Agreement shall be sufficientlygiven or served hereunder to any party when transmitted by registered orcertified mail, postage prepaid, addressed to the party to be served asfollows:

 
| 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 as it appears under Participant’s signature to this  Agreement, or to such other address as Participant may specify in writing to  the Company. |

 

Any party may designateanother address for receipt of notices so long as notice is given in accordancewith this paragraph.

 

6.                                       CommitteeDecisions Conclusive.  All decisions,determinations and interpretations of the Committee arising under the Plan orunder this Agreement shall be conclusive and binding on all parties.

 

7.                                       MandatoryArbitration.  Any dispute arising outof or relating to this Agreement, including its meaning or interpretation,shall be resolved solely by arbitration before an arbitrator selected inaccordance with the rules of the American Arbitration Association.  The location for the arbitration shall be inSan Francisco, Los Angeles or San Diego as selected by the Company in goodfaith.  Judgment on the award renderedmay be entered in any court having jurisdiction.  The party the arbitrator determines is theprevailing party shall be entitled to have the other party pay the expenses ofthe prevailing party, and in this regard the arbitrator shall have the power toaward recovery to such prevailing party of all costs and fees (includingattorneys fees and a reasonable allocation for the costs of the Company’sin-house counsel), administrative fees, arbitrator’s fees and court costs, allas determined by the arbitrator.  Absentsuch award of the arbitrator, each party shall pay an equal share of thearbitrator’s fees.  All statutes oflimitation which would otherwise be applicable shall apply to any arbitrationproceeding under this paragraph.  The provisionsof this paragraph are intended by Participant and the Company to be exclusivefor all purposes and applicable to any and all disputes arising out of orrelating to this Agreement.  Thearbitrator who hears and decides any dispute shall have jurisdiction andauthority only to award compensatory damages to make whole a person or entitysustaining foreseeable economic damages, and shall not have jurisdiction andauthority to make any other award of any type, including without limitation,punitive damages, unforeseeable economic damages, damages for pain, sufferingor emotional distress, or any other kind or form of damages.  The remedy, if any, awarded by the arbitratorshall be the sole and exclusive remedy for any dispute which is subject toarbitration under this paragraph.

 

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

 

9.                                       Integration.  The terms of the Plan and this Agreement areintended by the Company and the Participant to be the final expression of theircontract with respect to the shares of Stock and other amounts received underthe Plan and may not be contradicted by evidence of any prior orcontemporaneous agreement.  The Companyand the Participant further intend that the Plan and this Agreement shallconstitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any arbitration, judicial,administrative or other legal proceeding involving the Plan or thisAgreement.  Accordingly, the Plan andthis Agreement contain the entire understanding between the parties andsupersede all prior oral, written and implied agreements, understandings, commitmentsand practices among the parties.  In theevent of any conflict among the provisions of the Plan document and thisAgreement, the Plan document shall prevail. The Company and Participant shall have the right to amend this Agreementin writing as they mutually agree.

 

10.                                 Waivers.  Any failure to enforce any terms orconditions of the Plan or this Agreement by the Company or by the Participantshall not be deemed a waiver of that term or condition, nor shall any waiver orrelinquishment of any right or power at any one time or times be deemed awaiver or relinquishment of that right or power for all or any other times.

 

11.                                 Severabilityof Provisions.  If any provision ofthe Plan or this Agreement shall be held invalid or unenforceable, suchinvalidity or unenforceability shall not affect any other provision thereof;and the Plan and this Agreement shall be construed and enforced as if neitherof them included such provision.

 

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12.                                 CaliforniaLaw.  The Plan and this Agreementshall be construed and enforced according to the laws of the State ofCalifornia to the extent not preempted by the federal laws of the United Statesof America.  In the event of anyarbitration proceedings, actions at law or suits in equity in relation to thePlan or this Agreement, the prevailing party in such proceeding, action or suitshall receive from the losing party its attorneys’ fees and all other costs andexpenses of such proceeding, action or suit.

 

IN WITNESS WHEREOF, theparties hereto have duly executed this Restricted Stock Agreement as of thedate first above written. The Participant also hereby acknowledges receipt of acopy of the Prospectus and the Year 2000 UnionBanCal Corporation ManagementStock Plan, effective January 1, 2000.

 

 
|   | UNIONBANCAL CORPORATION                |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By                                     |   |
|   | Paul Fearer,  Executive Vice President |
|   |                                   |
|   |                                   |   |
|   | Participant                            |
|   |                                   |
|   |                                   |   |
|   | Social Security  Number                |
|   |                                   |
|   |                                   |   |
|   | Printed Name                           |
|   |                                   |
|   |                                   |   |
|   | Street Address                         |
|   |                                   |
|   |                                   |   |
|   |                                   | City | State | ZIP |

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

**NON-EMPLOYEE DIRECTORS**

 

This Agreement is made asof                   ,             (the“Award Date”), between UnionBanCal Corporation (the “Company”) and                      (“Participant”).

 

WITNESSETH:

 

WHEREAS, the Company has adopted the Year 2000 UnionBanCalCorporation Management Stock Plan (the “Plan”) as an amendment and restatementof the predecessor UnionBanCal Corporation Management Stock Plan authorizingthe transfer of common stock of the Company (“Stock”) to eligible individualsin connection with the performance of services for the Company and itsSubsidiaries (as defined in the Plan). The Plan is administered by the Executive Compensation and BenefitsCommittee (“Committee”) of the Company’s Board of Directors and is incorporatedin this Agreement by reference and made a part of it; and

 

WHEREAS, the Companyregards Participant as a valuable contributor to the Company, and hasdetermined that it would be to the advantage and interest of the Company andits shareholders to grant to Participant the Stock provided for in thisAgreement, subject to restrictions, as an inducement to remain in the serviceof the Company and as an incentive for increased efforts during such service;

 

NOW, THEREFORE, inconsideration of the foregoing premises, and the mutual covenants hereincontained, the parties to this Agreement hereby agree as follows:

 

1.                                       RestrictedStock Award.  Contemporaneously withthe execution of this Agreement, the Company will issue to Participant (i)        shares of Stock (the “Initial Grant”) and (ii)         sharesof Stock (the “Regular Grant”). Subject to the vesting requirements nextdescribed, shares evidencing the Stock will be held in a book entry accountcontrolled by the Company through the transfer agent, subject to the rights ofand limitations on Participant as owner thereof as set forth in the Agreement.All shares of Stock issued hereunder shall be deemed issued to Participant asfully paid and nonassessable shares, and Participant shall have all rights of ashareholder with respect thereto, including the right to vote, to receivedividends (including stock dividends), to participate in stock splits or otherrecapitalizations, and to exchange such shares in a merger, consolidation orother reorganization.  The Company shallpay any applicable stock transfer taxes. Participant hereby acknowledges that Participant is acquiring the Stockissued hereunder for investment and not with a view to the distribution thereof,and that Participant does not intend to subdivide Participant’s interest in theStock with any other person.

 

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

 

3.             Vesting.

 

(a)                                  Participant’sinterest in the Stock awarded under paragraph 1 (including applicable stockdividends and stock splits) with respect to the Initial Grant shall becomevested and nonforfeitable in accordance with the following schedule solong as Participant remains in service as a Non-Employee Director of theCompany (or any of its Subsidiaries). Upon vesting, the Company or itsdesignated representative shall deliver to Participant the certificatesevidencing the nonforfeitable shares.

 

(1)                                  On                   ,           , 33-1/3% ofthe number of shares of Stock awarded under the Initial Grant shall becomefully vested and nonforfeitable.

 

(2)                                  On                  ,           , anadditional 33-1/3% of the number of shares of Stock awarded under the InitialGrant shall become fully vested and nonforfeitable.

 

(3)                                  On                 ,           , the balanceof the shares of Stock awarded under the Initial Grant shall become fullyvested and nonforfeitable.

 

(b)                                 Participant’sinterest in the Stock awarded under paragraph 1 (including applicable stockdividends and stock splits) with respect to the Regular Grant shall becomevested and nonforfeitable in accordance with the following schedule solong as Participant remains in service as a director of the Company (or any ofits Subsidiaries). Upon vesting, the Company or its designated representativeshall deliver to Participant the certificates evidencing the nonforfeitableshares.

 

(1)                                  On                ,           , 100% of thenumber of shares of Stock awarded under the Regular Grant shall become fullyvested and nonforfeitable.

 

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(c)                                  If Participant ceases to be aNon-Employee Director of the Company or any of its Subsidiaries for any reasonother than death or disability (within the meaning of subparagraph (c)), allshares of Stock to the extent not yet vested under subparagraph (a) and (b) onthe date Participant ceases to be a Non-Employee Director shall be forfeited byParticipant without payment of any consideration to Participant therefor.  Any shares of Stock so forfeited shall becanceled and returned to the status of authorized but unissued shares.

 

(d)                                 IfParticipant’s service as a Non-Employee Director of the Company (or any of itsSubsidiaries) terminates by reason of death, or Participant becomes disabled(within the meaning of Section 22(e)(3) of the Code) while aNon-Employee Director of the Company (or any of its Subsidiaries), Participant’sinterest in all shares of Stock awarded hereunder shall become fully vested andnonforfeitable as of the date of death or such disability.

 

4.                                       Section 83(b) Election.  Participant hereby represents that he or sheunderstands:  (a) the contents andrequirements of the election provided under Section 83(b) of theInternal Revenue Code, (b) the application of Section 83(b) tothe award of Stock to Participant pursuant to this Agreement, (c) thenature of the election which can be made by Participant under Section 83(b),and (d) the effect and requirements of the Section 83(b) electionunder applicable state and local tax laws. Participant acknowledges that an election pursuant to Section 83(b) mustbe filed with the Internal Revenue Service within thirty days following theAward Date, with his federal income tax return for the taxable year in which theAward Date occurs, and with the Company or its Subsidiary of which Participantis a Non-Employee Director.

 

5.                                       Notice.  Any notice or other paper required to begiven or sent pursuant to the terms of this Agreement shall be sufficientlygiven or served hereunder to any party when transmitted by registered orcertified mail, postage prepaid, addressed to the party to be served asfollows:

 

Company:                                                                                          ExecutiveVice President and Director of Human Resources

UnionBanCalCorporation

400California Street, 10th Floor

SanFrancisco, CA  94104

 

Participant:                                                                                    AtParticipant’s address as it appears under Participant’s signature to thisAgreement, or to such other address as Participant may specify in writing tothe Company.

 

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Any party may designateanother address for receipt of notices so long as notice is given in accordancewith this paragraph.

 

6.                                       CommitteeDecisions Conclusive.  All decisions,determinations and interpretations of the Committee arising under the Plan orunder this Agreement shall be conclusive and binding on all parties.

 

7.                                       MandatoryArbitration.  Any dispute arising outof or relating to this Agreement, including its meaning or interpretation,shall be resolved solely by arbitration before an arbitrator selected inaccordance with the rules of the American Arbitration Association.  The location for the arbitration shall be inSan Francisco, Los Angeles or San Diego as selected by the Company in goodfaith.  Judgment on the award renderedmay be entered in any court having jurisdiction.  The party the arbitrator determines is theprevailing party shall be entitled to have the other party pay the expenses ofthe prevailing party, and in this regard the arbitrator shall have the power toaward recovery to such prevailing party of all costs and fees (includingattorneys fees and a reasonable allocation for the costs of the Company’sin-house counsel), administrative fees, arbitrator’s fees and court costs, allas determined by the arbitrator.  Absent suchaward of the arbitrator, each party shall pay an equal share of the arbitrator’sfees.  All statutes of limitation whichwould otherwise be applicable shall apply to any arbitration proceeding underthis paragraph.  The provisions of thisparagraph are intended by Participant and the Company to be exclusive for allpurposes and applicable to any and all disputes arising out of or relating tothis Agreement.  The arbitrator who hearsand decides any dispute shall have jurisdiction and authority only to awardcompensatory damages to make whole a person or entity sustaining foreseeableeconomic damages, and shall not have jurisdiction and authority to make anyother award of any type, including without limitation, punitive damages,unforeseeable economic damages, damages for pain, suffering or emotionaldistress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator shall be the sole andexclusive remedy for any dispute which is subject to arbitration under thisparagraph.

 

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

 

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9.                                       Integration.  The terms of the Plan and this Agreement areintended by the Company and the Participant to be the final expression of theircontract with respect to the shares of Stock and other amounts received underthe Plan and may not be contradicted by evidence of any prior orcontemporaneous agreement.  The Companyand the Participant further intend that the Plan and this Agreement shallconstitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any arbitration, judicial,administrative or other legal proceeding involving the Plan or this Agreement.  Accordingly, the Plan and this Agreementcontain the entire understanding between the parties and supersede all priororal, written and implied agreements, understandings, commitments and practicesamong the parties.  In the event of anyconflict among the provisions of the Plan document and this Agreement, the Plandocument shall prevail.  The Company andParticipant shall have the right to amend this Agreement in writing as theymutually agree.

 

10.                                 Waivers.  Any failure to enforce any terms orconditions of the Plan or this Agreement by the Company or by the Participantshall not be deemed a waiver of that term or condition, nor shall any waiver orrelinquishment of any right or power at any one time or times be deemed awaiver or relinquishment of that right or power for all or any other times.

 

11.                                 Severabilityof Provisions.  If any provision ofthe Plan or this Agreement shall be held invalid or unenforceable, suchinvalidity or unenforceability shall not affect any other provision thereof;and the Plan and this Agreement shall be construed and enforced as if neitherof them included such provision.

 

12.                                 CaliforniaLaw.  The Plan and this Agreementshall be construed and enforced according to the laws of the State ofCalifornia to the extent not preempted by the federal laws of the United Statesof America.  In the event of anyarbitration proceedings, actions at law or suits in equity in relation to thePlan or this Agreement, the prevailing party in such proceeding, action or suitshall receive from the losing party its attorneys’ fees and all other costs andexpenses of such proceeding, action or suit.

 

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IN WITNESS WHEREOF, theparties hereto have duly executed this Restricted Stock Agreement as of thedate first above written. The Participant also hereby acknowledges receipt of acopy of the Prospectus and the Year 2000 UnionBanCal Corporation ManagementStock Plan, effective January 1, 2000.

 

 
|   | UNIONBANCAL CORPORATION                |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By                                     |   |
|   | Paul Fearer,  Executive Vice President |
|   |                                   |
|   |                                   |   |
|   | Participant                            |
|   |                                   |
|   |                                   |   |
|   | Social Security  Number                |
|   |                                   |
|   |                                   |   |
|   | Printed Name                           |
|   |                                   |
|   |                                   |   |
|   | Street Address                         |
|   |                                   |
|   |                                   |   |
|   |                                   | City | State | ZIP |

 

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