Exhibit 10.1
AMENDMENT TO EXECUTIVE AGREEMENT
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THIS AMENDMENT to the Executive Agreement between Union Bank of California,
N.A. (the "Bank") and Xxxxxx X. Xxxxx ("Xx. Xxxxx") effective as of April 1,
2004 (the "Agreement") is entered into by and between the Bank and Xx. Xxxxx,
and such Amendment shall be effective as of May 1, 2005.
WHEREAS, the parties wish to make certain modifications thereto pursuant to
Paragraph 13 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the material
promises and conditions contained in the Agreement and in this Amendment, the
parties agree as follows:
1. The Agreement and all exhibits attached thereto are hereby incorporated
by reference herein and made a part hereof, subject to the specific
modifications set forth herein.
2. Paragraph 2 of the Agreement is hereby amended and restated in its
entirety as follows:
"2. EMPLOYMENT AND DUTIES.
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Xx. Xxxxx shall be employed as a Vice Chair of the Bank and its Chief
Operating Officer ("COO"). Xx. Xxxxx also shall hold the position of Vice
Chair and Chief Operating Officer of UNBC. Xx. Xxxxx hereby accepts such
employment. Xx. Xxxxx shall devote his time, ability, attention, energy,
knowledge and skill to performing all reasonable duties as a Vice Chair and
COO as assigned to him by the Bank's Chief Executive Officer ("CEO"), the
Bank's Board of Directors (the "Board") and/or the UNBC Board (when
referred to collectively with the Bank's Board, the "Boards"). In addition,
Xx. Xxxxx shall continue to serve as a policy making officer of the Bank
and of UNBC."
3. Paragraph 5(a)(i) of the Agreement is hereby amended and restated in its
entirety as follows:
"(i) BASE SALARY. In consideration for Xx. Xxxxx'x services to the Bank,
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Xx. Xxxxx shall receive, retroactive to March 15, 2005, a base salary of
not less than Six Hundred Thousand Dollars ($600,000.00) per annum to be
paid in equal installments as per the Bank's salary administration program.
Such amount, as may be increased from time to time, shall be referred to
herein as "Base Salary.""
4. Paragraph 5(a)(ii) of the Agreement is hereby amended and restated in
its entirety as follows:
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"(ii) SENIOR MANAGEMENT BONUS PLAN. Xx. Xxxxx shall continue to participate
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in the Bank's Senior Management Bonus Plan or any successor thereto (the
"Bonus Plan"), subject to the eligibility requirements and other terms and
conditions of the Bonus Plan and the determinations of the administrator of
such plan pursuant to the terms thereof. Xx. Xxxxx'x target bonus under the
Bonus Plan for 2005 shall be one hundred percent (100%) of Base Salary."
5. Paragraph 5(a)(iii) of the Agreement is hereby amended and restated in
its entirety as follows:
"(iii) LONG TERM INCENTIVES. Xx. Xxxxx shall be eligible for long term
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incentive awards available to policy making officers. Awards may consist of
one or more types of long term incentives, including the grant of stock
options and restricted stock under the UnionBanCal Corporation Management
Stock Plan or any successor thereto (the "Stock Plan") and the award of
performance shares under the UnionBanCal Corporation Performance Share Plan
or any successor thereto (the "Performance Share Plan"), with a total
target economic value for 2005 of approximately two hundred fifty percent
(250%) of Xx. Xxxxx'x Base Salary. Any awards of long term incentives shall
be subject to the terms and conditions of the Stock Plan and the
Performance Share Plan, as applicable, and the determinations of the
respective administrators of such plans pursuant to the terms thereof."
6. The reference in Paragraph 7(c) to "CFSG Group Head" is hereby amended
to read "COO."
7. The reference in Paragraph 7(f) to "Group Head of CFSG" is hereby
amended to read "COO."
8. A new Paragraph 21 is hereby added to the Agreement as follows:
"21. EFFECT OF DEFERRED COMPENSATION REGULATIONS.
Xx. Xxxxx and the Bank acknowledge that Xx. Xxxxx'x receipt of certain
benefits under this Agreement otherwise payable upon the termination of Xx.
Xxxxx'x employment may be subject to Section 409A of the Internal Revenue
Code or similar laws regulating the payment of deferred compensation
("Section 409A"), which, if applicable, could require a delay in the
payment of such benefits for a period of at least six (6) months following
Xx. Xxxxx'x separation from service. Xx. Xxxxx acknowledges and agrees that
should the Bank in good faith determine that any such benefits to be
provided upon termination to Xx. Xxxxx pursuant to this Agreement are
subject to Section 409A, the Bank shall delay the payment of such benefits
for at least six (6) months (or such other period as may be applicable),
after first notifying Xx. Xxxxx of its intention to do so."
9. Except as expressly modified by this Amendment, the terms and provisions
of the Agreement shall remain unchanged and in full force and effect.
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10. Any modification to this Amendment shall be effective only if it is in
writing and signed by the parties to be bound thereby.
11. This Amendment (including the Agreement and exhibits to the Agreement
incorporated herein by reference) constitutes the entire agreement between the
parties hereto with respect to the changes to the Agreement provided for in this
Amendment and supersedes all prior or contemporaneous written or verbal
agreements and understandings among the parties in connection with the subject
matter thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized officers or agents.
Dated: 5/25/05 UNION BANK OF CALIFORNIA, N.A.
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By /S/XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Executive Vice President
AGREED AS APPLICABLE:
Dated: 5/25/05 UNIONBANCAL CORPORATION
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By /S/XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Executive Vice President
Dated: 5/26/05 /S/XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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