SEVERANCE AGREEMENT IN THE EVENT OF A CHANGE OF CONTROL BETWEEN BUSINESS BANK OF CALIFORNIA AND TRAVIS KAWELMACHERSeverance Agreement • November 13th, 2003 • Business Bancorp /Ca/ • National commercial banks
The Board of Directors of Business Bank of California (the “Bank”) has authorized the President or Chief Executive Officer of the Bank to offer severance agreements in the event of a change of control to selected key executives. Selections shall be made at the sole discretion of the President or Chief Executive Officer, and an executive is not eligible unless selected and notified of his or her selection. You have been selected to receive such an agreement and are hereby so notified. The terms are as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 13th, 2003 • Business Bancorp /Ca/ • National commercial banks • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of September 25, 2003, is by and among Business Bank of California, a California state-chartered bank (“Company Bank”), Business Bancorp, a California corporation and a bank holding company under the Bank Holding Company Act of 1956, as amended (“Company”) (collectively Company Bank and Company shall be referred to as “Company Entities”), Union Bank of California, N.A., a national banking association (“Parent Bank”), and UnionBanCal Corporation, a California corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the sole shareholder of Parent Bank (“Parent”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 13th, 2003 • Business Bancorp /Ca/ • National commercial banks
This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”), dated as of this 30th day of October, 2003, is made with reference to that certain Agreement and Plan of Merger and Reorganization, dated September 25, 2003 (the “Agreement”), by and among Union Bank of California, N.A., UnionBanCal Corporation, Business Bank of California and Business Bancorp. All capitalized terms not defined herein have the meaning ascribed to them in the Agreement.
