[LETTERHEAD]
December 7, 1995
Mr. Xxx Xxxxxxxxx
The Bank of California
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Change of Control Agreement
Dear Xxx:
I am pleased that you have decided to become part of the management
team of the new bank. As we discussed earlier, I know that your experience and
unique talents will assist us in successfully meeting the challenges of the
merger and the creation of Union Bank of California ("UBOC").
I have received your letter of September 21, 1995 regarding the terms
you would like to have included as part of your employment relationship with
UBOC. By this letter, I wanted to memorialize the essential parts of the
agreement we reached regarding your future employment with The Bank of
California and UBOC. I expect you keep the information contained in this letter
STRICTLY CONFIDENTIAL.
1. TITLE. Your title will be Vice Chairman and, at UBOC, you will
report to me. We would also like you to be a member of the Executive Management
Committee of UBOC.
2. JOB RESPONSIBILITIES. As a Vice Chairman of UBOC, you will focus
on the Trust, Investment, and Private Banking areas. We will expect you to
establish a synergy between the retail and small business banking areas that Xx.
Xxxxxxxx is expected to manage and with the middle market banking area which
Xx. Xxxxxx is expected to manage.
3. COMPENSATION THROUGH APRIL, 1996. Your base salary will remain
the same until your next regularly scheduled increase on April 1. At that time
you will be
Mr. Xxx Xxxxxxxxx
December 7, 1995 Page 2
considered for a merit increase based on your performance. Short term and long
term incentives for the current year will be paid in accordance with the terms
of the existing plan. A new competitive short term and long term plan for UBOC
will be introduced in 1996. Your benefits will remain the same until the merger
date.
4. TERMINATION. As an officer of The Bank of California and, after
the merger, you will be subject to the dismissal provisions of the National Bank
Act. This means that the Bank can terminate your employment at any time, with
or without cause. We have agreed that the vote by the Boards of Directors on
September 27, 1995 approving the merger between Union Bank and BanCal Tri-State
Corporation shall be considered a change in control sufficient to trigger that
clause of your contract executed by you on August 13, 1993. Therefore, in the
event that your employment is terminated by you or the Bank before September 27,
1997, the termination will be treated as a Qualifying Event under your August
13, 1993 contract, and you will receive severance payments pursuant thereto.
If the Bank terminates your employment at any time for willful misconduct or
gross negligence, you will be entitled only to your regular compensation through
the date of your termination.
5. UBOC'S EMPLOYMENT CONTRACT. UBOC will offer you a new employment
contract, which will supersede your August 13, 1993 contract with The Bank of
California referenced above. You have requested and I have agreed that your new
employment contract will be consistent in terms of benefits and duration with
the employment agreements offered to other Vice Chairman of UBOC, except that
through September 27, 1997 the parachute provision described in paragraph 4.
above will be in effect.
If the terms proposed in this letter accurately represent the
essential terms of the agreement we have reached, please sign the letter in the
place indicated and return it to me.
Mr. Xxx Xxxxxxxxx
December 7, 1995 Page 3
I want to thank you for your continued support and assistance during
this time of transition and change. I am looking forward to working with you as
we move into the merger and the formation of a strong quality bank.
Very truly yours,
/s/ X. Xxxxxx
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Accepted:
/s/ Xxx X. Xxxxxxxxx 12/28/95
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