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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2006
UnionBanCal Corporation
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(Exact name of registrant as specified in its charter)
Delaware 001-15081 94-1234979
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
400 California Street
San Francisco, CA 94104-1302
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(Address of principal executive offices) (Zip Code)
Tel. (415) 765-2969
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 1, 2006, each non-employee director of UnionBanCal Corporation (the
"Company") was granted an award of 855 restricted stock units under the Year
2000 UnionBanCal Corporation Management Stock Plan (the "Plan") having a Fair
Market Value (as defined in the Plan) of $55,000 as of July 1, 2006. These
awards will vest in full on July 1, 2007, provided that the award to Mr. Stanley
Farrar shall vest on July 1, 2007 or, if earlier, the date of the 2007 annual
meeting of stockholders of the Company if Mr. Farrar does not stand for
re-election as a non-employee director at such meeting.
Each restricted stock unit represents the right to receive one share of the
Company's Common Stock, subject to the vesting and other terms and conditions
set forth in the restricted stock unit agreement. Restricted stock units do not
have voting or other stockholder rights; however, dividend equivalents are
credited to stock unit accounts.
Non-employee directors may elect to defer delivery of shares of Common
Stock subject to restricted stock units that vest in accordance with the terms
of the restricted stock agreement. If a non-employee director makes a timely
election to defer delivery of shares until termination of service, and if he or
she terminates service due to departure from the Board of Directors as defined
from time to time in the rotation policy of the Company's Corporate Governance
Guidelines ("Retirement") (or death or Disability (as defined in the restricted
stock unit agreement) after becoming Retirement eligible), the non-employee
director will be credited with an additional number of restricted stock units
equal to 15% of the number of restricted stock units granted and any dividend
equivalents. If a non-employee director terminates service due to Retirement (or
death or Disability after becoming Retirement eligible) in 2007, but prior to
the scheduled vesting date, the non-employee director will be credited with the
additional restricted stock units described in the immediately preceding
sentence, without regard to whether the non-employee director made a timely
election to defer.
These awards were made as the annual restricted stock award component of
the compensation arrangement for non-employee directors, which was described in
the Company's Current Report on Form 8-K dated July 27, 2005 and the Company's
Proxy Statement filed with the Securities and Exchange Commission on March 27,
2006 in connection with the Company's 2006 Annual Meeting of Stockholders. In
connection with these awards, the Executive Compensation & Benefits Committee of
the Company's Board of Directors has adopted the forms of restricted stock unit
agreement for awards to non-employee directors and new non-employee directors
attached hereto as Exhibit 10.1.
The foregoing description of terms and conditions of the awards is
qualified entirely by reference to the forms of restricted stock unit agreement
attached as Exhibit 10.1, which are incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
10.1 Forms of Restricted Stock Unit Agreement for Non-Employee
Directors under the Year 2000 UnionBanCal Corporation
Management Stock Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 5, 2006
UNIONBANCAL CORPORATION
By: /s/ JOHN H. MCGUCKIN, JR.
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John H. McGuckin, Jr.
EVP, General Counsel & Secretary
(Duly Authorized Officer)
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EXHIBIT INDEX
Exhibit No. Description
10.1 Forms of Restricted Stock Unit Agreement for Non-Employee
Directors under the Year 2000 UnionBanCal Corporation
Management Stock Plan