Exhibit 10.1
UNIONBANCAL CORPORATION
BRIDGE PLAN
UNIONBANCAL CORPORATION
BRIDGE PLAN
1.
ESTABLISHMENT, PURPOSE, GENERAL DESCRIPTION, AND DEFINITIONS
(A)
THE UNIONBANCAL CORPORATION BRIDGE PLAN, AS SET FORTH HEREIN (THE
"PLAN"), HAS BEEN ADOPTED BY UNIONBANCAL CORPORATION (THE "COMPANY" OR "UNBC")
EFFECTIVE UPON THE CLOSING OF THE MERGER OF THE COMPANY WITH A SUBSIDIARY OF
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. ("BTMU") PURSUANT TO AN AGREEMENT AND
PLAN OF MERGER BETWEEN THE COMPANY AND BTMU DATED AUGUST 18, 2008 (THE
"TRANSACTION").
(B)
THE PURPOSE OF THE PLAN IS TO PROVIDE A BRIDGE FROM THE LONG-TERM
INCENTIVE COMPENSATION PLANS THAT WERE IN PLACE PRIOR TO THE TRANSACTION TO THE
LONG-TERM INCENTIVE COMPENSATION PLANS THAT WILL BE IMPLEMENTED FOLLOWING THE
TRANSACTION SO THAT THERE WILL BE NO INTERRUPTION IN LONG-TERM INCENTIVE
COMPENSATION DURING THE TRANSITION.
(C)
EACH PARTICIPANT WILL BE REQUIRED TO ENTER INTO AN AWARD
AGREEMENT, WHICH WILL SPECIFY THE AMOUNT OF THE BRIDGE AWARDS, AND THE INCENTIVE
PERIODS DURING WHICH THE PARTICIPANT MUST REMAIN EMPLOYED IN ORDER TO EARN THE
BRIDGE AWARDS.
THE AMOUNT OF THE BRIDGE AWARDS AND THE DURATION OF THE
INCENTIVE PERIODS NEED NOT BE THE SAME FOR EACH PARTICIPANT.
(D)
DEFINITIONS INCLUDE:
(1)
AWARD AGREEMENT REFERS TO A WRITTEN AGREEMENT BETWEEN UNBC AND A
PARTICIPANT WITH RESPECT TO A BRIDGE AWARD.
(2)
BOARD REFERS TO UNBC'S BOARD OF DIRECTORS.
(3)
BRIDGE AWARD REFERS TO THE AWARD WHICH A PARTICIPANT MAY EARN BY
REMAINING EMPLOYED THROUGH THE END OF THE APPLICABLE INCENTIVE PERIOD.
(4)
CODE REFERS TO THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
REFERENCE IN THE PLAN TO ANY SECTION OF THE CODE SHALL BE DEEMED TO INCLUDE ANY
AMENDMENTS OR SUCCESSOR PROVISIONS TO SUCH SECTION AND ANY REGULATIONS UNDER
SUCH SECTION.
(5)
COMMITTEE REFERS TO THE COMMITTEE WHICH ADMINISTERS THE PLAN
PURSUANT TO SECTION 2.
(6)
EMPLOYEE REFERS TO ANY COMMON LAW EMPLOYEE OF UNBC OR ITS
SUBSIDIARIES EXCEPT:
(1) ANY INDEPENDENT CONTRACTOR RETAINED TO PERFORM
SERVICES FOR UNBC OR ITS SUBSIDIARIES, INCLUDING CONSULTANTS; AND (2) ANY
1
PERSON WHO PROVIDES SERVICES TO UNBC OR ITS SUBSIDIARIES PURSUANT TO AN
AGREEMENT BETWEEN UNBC OR ITS SUBSIDIARIES AND ANY OTHER PERSON OR ORGANIZATION.
(7)
INCENTIVE PERIOD REFERS TO THE PERIOD DURING WHICH THE PARTICIPANT
MUST REMAIN EMPLOYED IN ORDER TO EARN A BRIDGE AWARD.
(8)
PARTICIPANT REFERS TO AN EMPLOYEE WHO HAS BEEN DESIGNATED BY THE
COMMITTEE AS ELIGIBLE TO PARTICIPATE IN THE PLAN AND WHO HAS ENTERED INTO AN
AWARD AGREEMENT.
(9)
SUBSIDIARIES REFERS TO SUBSIDIARY CORPORATIONS, AS DEFINED IN
SECTION 424(F) OF THE CODE (BUT SUBSTITUTING "UNBC" FOR "EMPLOYER CORPORATION"),
INCLUDING SUBSIDIARIES OF UNBC WHICH BECOME SUCH AFTER THE ADOPTION OF THE PLAN.
2.
ADMINISTRATION OF THE PLAN
(A)
THE PLAN SHALL BE ADMINISTERED BY THE EXECUTIVE COMPENSATION AND
BENEFITS COMMITTEE OF UNBC'S BOARD OF DIRECTORS, OR SUCH OTHER COMMITTEE AS MAY
BE APPOINTED BY THE BOARD (THE "COMMITTEE").
THE COMMITTEE SHALL BE COMPOSED AS
SET FORTH IN SECTION 2(B).
(B)
THE MEMBERS OF THE COMMITTEE SHALL CONSIST OF TWO OR MORE
DIRECTORS