Exhibit 10.2
UNIONBANCAL CORPORATION
PERFORMANCE SHARE AGREEMENT
This Agreement is made as of January 1, 2005, (the "Award Date"), between
UNIONBANCAL CORPORATION (the "Company" or "UNBC") and <<Agreement_Name>>
("Participant").
WITNESSETH:
WHEREAS, the Company has adopted the 1997
UnionBanCal
Corporation
Performance
Share Plan, as amended and restated effective January 1, 2004, (the "Plan")
authorizing the grant of Target Awards of Performance Shares to eligible
individuals in connection with the performance of services for the
Company and
its Subsidiaries (as defined in the Plan).
The Plan, including the definition of
terms, is incorporated in this Agreement
by reference and made a part of it. In
the event of any conflict among the provisions of the Plan document and this
Agreement, the Plan document shall prevail;
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 Target Award of
Performance Shares provided for in this Agreement, subject to performance
against certain criteria, 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. TARGET AWARD. The Company hereby grants to Participant <<LTIncentive>>
Performance
Shares for the Performance Cycle extending from JANUARY 1, 2005
THROUGH
DECEMBER 31, 2007. Performance Shares are no actual shares of
Company stock
and, therefore, do not convey any shareholder rights.
2. EARNED AWARD. The number of Performance Shares actually earned will be
based on the
Company's percentile
ranking relative to the Peer Banks for
RETURN ON
EQUITY, subject to any adjustments that may be made under the
provisions
of this Agreement or of Section 8 of the Plan,
for the years
2005, 2006, and
2007, according to the following table:
UNBC %ile Ranking
Multiple of Target
VS. PEER BANKS
AWARD EARNED a
---------------------
------------------
=> 75th %ile
2X
[UP TO
50th %ile
1X
20%
25th %ile
.25X
DISCRETIONARY
< 25th %ile
0X
ADJUSTMENT]
For UNBC
percentile ranking
between the 75th and 25th percentiles, other
than at the 50th
percentile, the
Committee may interpolate between levels
in order to determine
the appropriate multiple of the Target Award.
1
<PAGE>
3. VALUE AND PAYMENT OF EARNED
AWARDS. The value payable to Participant for an
Earned Award
shall equal the Earned Award multiplied by the Average Price
of Company common stock (i.e., average month-end closing price, as
published in the
west coast edition of the Wall Street Journal, for the six
months
immediately
preceding the end of
the Performance
Cycle). Payment
shall be made in
cash within 120 days following the end of the Performance
Cycle or
deposited to the
Participant's account
if deferred in accordance
with the
provisions
of the company's deferred compensation plan. The
Company shall,
to the extent required by law, have the right to deduct from
payments the
amount of any federal, state or local taxes required by law to
be withheld.
4. DESIGNATION OF BENEFICIARIES. On a form provided to the Company,
Participant may
designate a beneficiary or beneficiaries to receive, in the
event of
Participant's death,
all or part of any amounts to be distributed
to Participant
under the Plan.
5. EMPLOYEE RIGHTS. Participant may not assign or
transfer his or her rights
under the Plan
except as expressly
provided under the Plan. Participation
in the Plan
does
