EXHIBIT 10.14


 


YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


NON-EMPLOYEE
DIRECTORS


 


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


 


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 shares
of Stock. 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.


 


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


 


1

















 


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


 


(b)                                 If Participant ceases to be a
Non-Employee Director 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 a Non-Employee Director 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.


 


(c)                                  If
Participant’s service as a Non-Employee Director of the Company (or any of its
Subsidiaries) terminates by reason of death, or Participant becomes disabled
(within the meaning of Section 22(e)(3) of the Code) while a
Non-Employee Director 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 such disability.


 


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 of which
Participant is a Non-Employee Director.


 


2

















 


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


 


6.                                       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.


 


7.                                       Mandatory
Arbitration.  Any dispute arising out
of or relating to this Agreement, 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 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.  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.


 


3

















 


8.                                       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.


 


9.                                       Integration.  The terms of the Plan and this Agreement 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 and this Agreement 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 or this
Agreement.  Accordingly, the Plan and
this Agreement 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 and this
Agreement, the Plan document shall prevail. 
The Company and Participant shall have the right to amend this Agreement
in writing as they mutually agree.


 


10.                                 Waivers.  Any failure to enforce any terms or
conditions of the Plan or this Agreement 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.


 


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


 


4

















 


12.                                 California
Law.  The Plan and this Agreement
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 or this Agreement, 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.


 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Restricted Stock Agreement as of the
date first above written. The Participant also hereby acknowledges receipt of a
copy of the Prospectus and the Year 2000 UnionBanCal Corporation Management
Stock Plan, effective January 1, 2000.


 


 


	
   

  	
  UNIONBANCAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Paul Fearer,
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security
  Number

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City

  	
  State

  	
  ZIP

  



 


 


5

















 


YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT
STOCK PLAN


RESTRICTED STOCK AGREEMENT


NON-EMPLOYEE DIRECTORS


 


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


 


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 (i)        
shares of Stock (the “Initial Grant”) and (ii)         shares
of Stock (the “Regular Grant”). 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.


 


1

















 


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 Stock awarded under paragraph 1 (including applicable stock
dividends and stock splits) with respect to the Initial Grant shall become
vested and nonforfeitable in accordance with the following schedule so
long as Participant remains in service as a Non-Employee Director of the
Company (or any of its Subsidiaries). Upon vesting, the Company or its
designated representative shall deliver to Participant the certificates
evidencing the nonforfeitable shares.


 


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


 


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


 


(3)                                  On
                 ,
           , the balance
of the shares of Stock awarded under the Initial Grant shall become fully
vested and nonforfeitable.


 


(b)                                 Participant’s
interest in the Stock awarded under paragraph 1 (including applicable stock
dividends and stock splits) with respect to the Regular Grant shall become
vested and nonforfeitable in accordance with the following schedule so
long as Participant remains in service as a director of the Company (or any of
its Subsidiaries). Upon vesting, the Company or its designated representative
shall deliver to Participant the certificates evidencing the nonforfeitable
shares.


 


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


 


2

















 


(c)                                  If Participant ceases to be a
Non-Employee Director 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) and (b) on
the date Participant ceases to be a Non-Employee Director 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.


 


(d)                                 If
Participant’s service as a Non-Employee Director of the Company (or any of its
Subsidiaries) terminates by reason of death, or Participant becomes disabled
(within the meaning of Section 22(e)(3) of the Code) while a
Non-Employee Director 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 such disability.


 


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 of which Participant
is a Non-Employee Director.


 


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


 


3

















 


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


 


6.                                       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.


 


7.                                       Mandatory
Arbitration.  Any dispute arising out
of or relating to this Agreement, 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
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.  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.


 


8.                                       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.


 


4

















 


9.                                       Integration.  The terms of the Plan and this Agreement 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 and this Agreement 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 or this Agreement.  Accordingly, the Plan and this Agreement
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 and this Agreement, the Plan
document shall prevail.  The Company and
Participant shall have the right to amend this Agreement in writing as they
mutually agree.


 


10.                                 Waivers.  Any failure to enforce any terms or
conditions of the Plan or this Agreement 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.


 


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


 


12.                                 California
Law.  The Plan and this Agreement
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 or this Agreement, 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.


 


5

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Restricted Stock Agreement as of the
date first above written. The Participant also hereby acknowledges receipt of a
copy of the Prospectus and the Year 2000 UnionBanCal Corporation Management
Stock Plan, effective January 1, 2000.


 


 


	
   

  	
  UNIONBANCAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Paul Fearer,
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security
  Number

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City

  	
  State

  	
  ZIP

  



 


6