**EXHIBIT 10.3**

 

**YEAR 2000UNIONBANCAL CORPORATIONMANAGEMENT STOCK PLANRESTRICTED STOCK AGREEMENT**

 

This Agreement is made asof                         ,2006****(the “Award Date”), betweenUnionBanCal 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 theExecutive Compensation and Benefits Committee (“Committee”) of the Company’sBoard of Directors and is incorporated in this Agreement by reference and madea 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                    ****shares of Stock. 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 shall pay any applicable stock transfer taxes.Participant hereby acknowledges that Participant is acquiring the Stock issuedhereunder for investment and not with a view to the distribution thereof, andthat Participant does not intend to subdivide Participant’s interest in theStock 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 notpreclude the Participant from exchanging the Stock awarded hereunder pursuantto a cash or stock tender offer, merger, reorganization or consolidation. Notwithstandingthe foregoing, any securities (including stock dividends and stock splits)received with respect to shares of Stock which are not yet vested underparagraph 3 shall be subject to the provisions of this Agreement in the samemanner and shall become fully vested at the same time as the Stock with respectto which the additional securities were issued.

 

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3.             Vesting.

 

(a)           Participant’sinterest in the Stock awarded under paragraph 1 (including applicable stockdividends and stock splits) shall become vested and nonforfeitable inaccordance with the following schedule so long as Participant remains a bonafide employee of the Company (or its Subsidiaries). Upon vesting, the Companyor its designated representative shall deliver to Participant the certificatesevidencing the nonforfeitable shares, provided the withholding requirements ofparagraph 5 have been satisfied.

 

(1)           On                 ,     % of the number of shares of Stock awardedhereunder shall become fully vested and nonforfeitable.

 

(2)           On                 ,an additional      % of the number of shares of Stockawarded hereunder shall become fully vested and nonforfeitable.

 

(3)           On                 ,an additional      % of the number of shares of Stockawarded hereunder shall become fully vested and nonforfeitable.

 

(4)           On                 ,the balance of the shares of Stock awarded hereunder shall become fully vestedand nonforfeitable.

 

In addition, upon attainment of retirement age whileParticipant is a bona fide employee of the Company (or its Subsidiaries), theshares of Stock awarded hereunder shall become fully vested and nonforfeitable.Retirement age means age sixty (60) with ten (10) years of service, or agesixty-two (62) with five (5) years of service, with the Company or any of itsSubsidiaries.

 

(b)           If Participant ceases to be a bona fideemployee of the Company or any of its Subsidiaries for any reason other thandeath or disability (within the meaning of subparagraph (c)), all shares ofStock to the extent not yet vested under subparagraph (a) on the dateParticipant ceases to be an employee shall be forfeited by Participant withoutpayment of any consideration to Participant therefor. Any shares of Stock soforfeited shall be canceled and returned to the status of authorized butunissued shares. Notwithstanding the foregoing, if the Participant’s employmentis terminated under the provisions of the Company’s Separation Pay Plan,Participant’s interest in all shares of Stock awarded hereunder shall becomefully 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.

 

(c)           IfParticipant’s employment terminates by reason of death, or Participant becomesentitled to long-term disability benefits under the Union Bank of CaliforniaLong

 

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Term Disability Planwhile in the employ 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 long-term disability.

 

(d)           IfParticipant is on a leave of absence from the Company or a Subsidiary becauseof disability, or for the purpose of serving the government of the country inwhich the principal place of employment of Participant is located, either in amilitary or civilian capacity, or for such other purpose or reason as theCommittee may approve, Participant shall not be deemed during the period ofsuch absence, by virtue of such absence alone, to have terminated employmentwith the Company or a Subsidiary except as the Committee may otherwiseexpressly provide.

 

4.             Section83(b) Election.  Participant herebyrepresents that he or she understands: (a) the contents and requirements of theelection provided under Section 83(b) of the Internal Revenue Code, (b) theapplication of Section 83(b) to the award of Stock to Participant pursuant tothis Agreement, (c) the nature of the election which can be made by Participantunder Section 83(b), and (d) the effect and requirements of the Section 83(b)election under applicable state and local tax laws. Participant acknowledgesthat an election pursuant to Section 83(b) must be filed with the Internal RevenueService within thirty days following the Award Date, with his federal incometax return for the taxable year in which the Award Date occurs, and with theCompany or its Subsidiary which is his employer.

 

5.             Withholdingof Taxes.  Participant shall paydirectly to the Company (or the Subsidiary that employs Participant) or to itsdesignated representative the amount necessary to satisfy all applicablefederal, state, and local income and employment tax withholding requirements. TheCommittee, in its discretion, may withhold the required amount from otherpayments to Participant or withhold shares of Stock necessary to satisfy anysuch requirements. Any shares withheld to satisfy such withholding requirementsshall not be available for subsequent grants under the Plan.

 

6.             NoEffect on Terms of Employment.  Nothingin this Agreement shall affect the right of the Company (or Subsidiary whichemploys Participant) to terminate or change the terms of employment ofParticipant at any time and for any reason, with or without cause.

 

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7.             NoEffect on Other Plans. The Stock transferred pursuant to this Agreementshall not affect participation in, or the computation of benefits under anyother employee benefit plan of the Company or its Subsidiaries. For purposes ofany bonus or incentive program for which the Participant is eligible and forpurposes of any employee benefit plans, to the extent permitted by applicablelaws and by pertinent provisions of such plans, the Company or its Subsidiariesshall disregard any shares of Stock and any other benefits received byParticipant under this Plan.

 

8.             Notice.Any notice or other paper required to be given or sent pursuant to the terms ofthis Agreement shall be sufficiently given or served hereunder to any partywhen transmitted by registered or certified mail, postage prepaid, addressed tothe 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 designateanother address for receipt of notices so long as notice is given in accordancewith this paragraph.

 

9.             CommitteeDecisions Conclusive. All decisions, determinations and interpretations ofthe Committee arising under the Plan or under this Agreement shall beconclusive and binding on all parties.

 

10.           MandatoryArbitration. Any dispute arising out of or relating to this Agreement,including its meaning or interpretation, shall be resolved solely byarbitration before an arbitrator selected in accordance with the rules of theAmerican 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 rendered may be entered in any court havingjurisdiction. The party the arbitrator determines is the prevailing party shallbe 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 tosuch prevailing party of all costs and fees (including attorneys fees and areasonable allocation for the costs of the Company’s in-house counsel),administrative fees, arbitrator’s fees and court costs, all as determined bythe arbitrator. Absent such award of the arbitrator, each party shall pay anequal share of the arbitrator’s fees. All statutes of limitation which wouldotherwise be applicable shall apply to any arbitration proceeding under thisparagraph. The provisions of this paragraph are intended by Participant and theCompany to be exclusive for all purposes and applicable to any and all disputesarising out of or relating

 

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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, ifany, awarded by the arbitrator shall be the sole and exclusive remedy for anydispute which is subject to arbitration under this paragraph.

 

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

 

12.           Integration.The terms of the Plan and this Agreement are intended by the Company and theParticipant to be the final expression of their contract with respect to theshares of Stock and other amounts received under the Plan and may not becontradicted by evidence of any prior or contemporaneous 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 Agreement contain the entire understanding between theparties and supersede all prior oral, written and implied agreements,understandings, commitments and practices among the parties. In the event ofany conflict among the provisions of the Plan document and this Agreement, thePlan document shall prevail. The Company and Participant shall have the rightto amend this Agreement in writing as they mutually agree.

 

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

 

14.           Severabilityof Provisions. If any provision of the Plan or this Agreement shall be heldinvalid or unenforceable, such invalidity or unenforceability shall not affectany other provision thereof; and the Plan and this Agreement shall be construedand enforced as if neither of them included such provision.

 

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15.           CaliforniaLaw. The Plan and this Agreement shall be construed and enforced accordingto the laws of the State of California to the extent not preempted by thefederal laws of the United States of America. In the event of any arbitrationproceedings, actions at law or suits in equity in relation to the Plan or thisAgreement, the prevailing party in such proceeding, action or suit shallreceive 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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