As filed with the Securities and Exchange Commission on June 10, 2015
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KABUSHIKI KAISHA MITSUBISHI UFJ FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
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| Japan |
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98-0521973 |
| (State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer Identification Number) |
7-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8330, Japan
(Address of Principal Executive
Offices, Including Zip Code)
MUFG Americas Holdings Corporation Stock Bonus Plan
(formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan)
(Full title of the plan)
Robert E.
Hand
Deputy General Counsel and Corporate Secretary
MUFG Americas Holdings Corporation
1251 Avenue of the Americas
New York, New York 10020-1104
+1-212-782-4000
(Name, address, and telephone number, including area code, of agent for service)
With
copies to:
Tong Yu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei
Bldg. 2F
2-2, Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011, Japan
+81-3-3597-8101
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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¨ (Do not check if a smaller reporting company.) |
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Smaller reporting company |
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CALCULATION OF REGISTRATION FEE
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| Title of Securities
to Be Registered |
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Amount
to Be
Registered(1) |
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Proposed
Maximum
Offering Price Per Share |
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Proposed
Maximum
Aggregate
Offering Price |
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Amount of
Registration Fee |
| Common Stock(2) |
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30,000,000(3) |
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$7.25(4) |
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$217,500,000 |
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$25,273.50 |
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| (1) |
Plus such indeterminate number of additional shares as may be offered and issued to prevent dilution resulting from stock splits or similar transactions in accordance
with Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). |
| (2) |
American Depositary Shares issuable upon deposit of the shares of common stock registered hereby have been registered under a separate registration statement on Form
F-6 (Registration No. 333-13338). Each American Depositary Share represents one share of common stock. |
| (3) |
Relates to 30,000,000 Restricted Share Units or other Share-based Awards to be awarded under the MUFG Americas Holdings Corporation Stock Bonus Plan (formerly, The Bank
of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan). |
| (4) |
The proposed maximum offering price per share was calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act
based on the average of the high and low prices for the registrant’s common stock as reported on the Tokyo Stock Exchange on June 8, 2015 after conversion into U.S. dollars based on the exchange rate released by the Bank of Japan as in effect
on such date. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Mitsubishi UFJ Financial Group, Inc. (the “Registrant”) pursuant to General
Instruction E to Form S-8 (“General Instruction E”) under the Securities Act for the purpose of registering an additional 30,000,000 shares of common stock of the Registrant to be issued under the MUFG Americas Holdings Corporation Stock
Bonus Plan (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan) (the “Plan”).
The Plan was originally adopted effective as of August 27, 2012, by The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, a branch of a wholly owned subsidiary of the Registrant, and amended and
restated effective June 8, 2015, to reflect the assumption and adoption of the Plan by MUFG Americas Holdings Corporation, a wholly owned subsidiary of the Registrant. The Plan, as amended and restated, is filed as Exhibit 4.5 hereto.
In accordance with General Instruction E, the registration statement on Form S-8 (No. 333-187274), previously filed by the
Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2013 in respect of the Plan, is hereby incorporated by reference except to the extent supplemented, amended or superseded by the information
set forth herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) under the Securities Act. Under the rules of the Commission, such documents are not required to be, and are not, filed with the Commission but constitute, together with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant
Information and Employee Plan Annual Information.
The Registrant will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Mitsubishi UFJ Financial Group, Inc.,
7-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Financial Planning Division, Telephone number: +81-3-3240-8111.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, or sections of documents, as applicable, filed by the Registrant with the Commission are incorporated herein by reference and made a part hereof to the extent not superseded by
reports or other information subsequently filed or furnished:
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(a) |
The Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2014 filed by the Registrant with the Commission on July 18, 2014
(Commission File No. 000-54189) (the “Annual Report”); |
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(b) |
The Registrant’s report on Form 6-K filed by the Registrant with the Commission on January 22, 2015; and |
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(c) |
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
since March 31, 2014. |
In addition, all documents filed by the Registrant subsequent to
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
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| Exhibit
No. |
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Document Description |
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| 4.1 |
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Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English translation)* |
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| 4.2 |
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Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English Translation)** |
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| 4.3 |
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Form of American Depositary Receipt.*** |
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| 4.4 |
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Form of Deposit Agreement, amended and restated as of December 22, 2004, among Mitsubishi Tokyo Financial Group, Inc. (subsequently renamed Mitsubishi UFJ Financial Group, Inc.),
The Bank of New York Mellon and the holders from time to time of American Depositary Receipts issued thereunder.*** |
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| 4.5 |
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MUFG Americas Holdings Corporation Stock Bonus Plan (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan).** |
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| 4.6 |
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Trust under the MUFG Americas Holdings Corporation Stock Bonus Plan (formerly, Trust under The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus
Plan).** |
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| 4.7 |
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Form of MUFG Americas Holdings Corporation Stock Bonus Plan Restricted Share Unit Agreement.** |
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| 23.1 |
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Consent of Deloitte Touche Tohmatsu LLC.** |
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| 24.1 |
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Power of Attorney (included in this Registration Statement under “Signatures”).** |
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Incorporated by reference to the Registrant’s annual report on Form 20-F (File No. 000-54189) filed on July 22, 2013. |
| *** |
Incorporated by reference to the Registrant’s annual report on Form 20-F (File No. 000-54189) filed on July 23, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan on June 10, 2015.
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| MITSUBISHI UFJ FINANCIAL GROUP, INC. |
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| By: |
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/s/ Taihei Yuki |
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Name: |
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Taihei Yuki |
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Title: |
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Senior Managing Director and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Taihei Yuki as such person’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature |
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Capacity |
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Date |
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| /s/ Kiyoshi Sono Kiyoshi Sono |
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Chairman |
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May 29, 2015 |
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| /s/ Tatsuo Wakabayashi
Tatsuo Wakabayashi |
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Deputy Chairman and Chief Audit Officer |
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May 29, 2015 |
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| /s/ Nobuyuki Hirano
Nobuyuki Hirano |
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President & Chief Executive Officer |
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May 29, 2015 |
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| /s/ Masaaki Tanaka Masaaki Tanaka |
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Deputy President |
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May 29, 2015 |
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| /s/ Taihei Yuki Taihei Yuki |
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Senior Managing Director and Chief Financial Officer |
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May 29, 2015 |
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| /s/ Tadashi Kuroda Tadashi Kuroda |
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Managing Director and Chief Planning Officer |
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May 29, 2015 |
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| /s/ Takashi Nagaoka
Takashi Nagaoka |
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Director |
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May 29, 2015 |
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| /s/ Junichi Okamoto
Junichi Okamoto |
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Director |
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May 29, 2015 |
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| /s/ Hiroyuki Noguchi
Hiroyuki Noguchi |
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Director |
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May 29, 2015 |
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| /s/ Ryuji Araki Ryuji Araki |
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Director |
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May 29, 2015 |
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| /s/ Yuko Kawamoto Yuko Kawamoto |
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Director |
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May 29, 2015 |
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| /s/ Tsutomu Okuda Tsutomu Okuda |
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Director |
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May 29, 2015 |
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| /s/ Kunie Okamoto Kunie Okamoto |
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Director |
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May 29, 2015 |
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| /s/ Haruka Matsuyama
Haruka Matsuyama |
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Director |
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May 29, 2015 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of
Mitsubishi UFJ Financial Group, Inc., has signed this Registration Statement or amendment thereto on June 10, 2015.
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| MUFG AMERICAS HOLDINGS CORPORATION |
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| By: |
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/s/ Robert E. Hand |
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Name: |
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Robert E. Hand |
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Title: |
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Deputy General Counsel and
Corporate Secretary |
EXHIBIT INDEX
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| Exhibit
No. |
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Document Description |
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| 4.1 |
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Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English translation)* |
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| 4.2 |
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Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English Translation)** |
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| 4.3 |
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Form of American Depositary Receipt.*** |
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| 4.4 |
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Form of Deposit Agreement, amended and restated as of December 22, 2004, among Mitsubishi Tokyo Financial Group, Inc. (subsequently renamed Mitsubishi UFJ Financial Group, Inc.), The Bank of New York Mellon and the holders from time
to time of American Depositary Receipts issued thereunder.*** |
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| 4.5 |
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MUFG Americas Holdings Corporation Stock Bonus Plan (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan).** |
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| 4.6 |
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Trust under the MUFG Americas Holdings Corporation Stock Bonus Plan (formerly, Trust under The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan).** |
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| 4.7 |
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Form of MUFG Americas Holdings Corporation Stock Bonus Plan Restricted Share Unit Agreement.** |
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| 23.1 |
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Consent of Deloitte Touche Tohmatsu LLC.** |
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| 24.1 |
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Power of Attorney (included in this Registration Statement under “Signatures”).** |
| * |
Incorporated by reference to the Registrant’s annual report on Form 20-F (File No. 000-54189) filed on July 22, 2013. |
| *** |
Incorporated by reference to the Registrant’s annual report on Form 20-F (File No. 000-54189) filed on July 23, 2012. |
Exhibit 4.2
[Translation]
SHARE HANDLING REGULATIONS
MITSUBISHI UFJ FINANCIAL GROUP, INC.
CHAPTER I. GENERAL PROVISIONS
Article 1. (Purpose)
1. The handling with respect to the shares
and stock acquisition rights and the fees therefor provided for in Article 12 of the Articles of Incorporation of the Company shall be governed by the rules prescribed by the Japan Securities Depository Center, Inc., as a depository company
(hereinafter referred to as the “Center”), and account management institutions, such as securities companies and trust banks (hereinafter referred to as the “Securities Companies, Etc.”) as well as these Regulations.
2. The handling of special accounts opened pursuant to the agreement entered into by and between the Company and a trust bank designated by the Company and
the fees therefor shall be governed by the rules prescribed by such trust bank as well as these Regulations.
Article 2. (Share Transfer Agent)
The Company’s share transfer agent and its handling office shall be as follows:
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| Share Transfer Agent: |
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Mitsubishi UFJ Trust and Banking Corporation |
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4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
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| Handling Office: |
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Mitsubishi UFJ Trust and Banking Corporation |
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Corporate Agency Division |
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4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
Article 3. (Method of Making Requests or Notifications)
1. All requests or notifications to the Company shall be made in the form prescribed by the Company, except in the event where such request or notification is
made through the Securities Companies, Etc. and the Center or through the Securities Companies, Etc., and in the event set forth in Article 36, Paragraph 1 hereof.
2. In case any request or notification as described in the preceding paragraph is made by a proxy or requires consent of a protector (hosanin) or an
assistant (hojonin), a document evidencing the authority of such proxy; or such consent, respectively, shall be submitted.
3. In the event that
the request or the notification set forth in Paragraph 1 is made through the Securities Companies, Etc. and the Center or through the Securities Companies, Etc., such request or notification may be deemed to have been made by a shareholder
himself/herself.
4. The Company may require the person who made the request or the notification set forth in Paragraph 1 to submit materials certifying
that the person is a shareholder or a proxy himself/herself.
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5. In the event that the Company requires the person to submit the materials provided for in the preceding
paragraph, the Company shall not accept the request or the notification set forth in Paragraph 1 unless such materials are submitted.
CHAPTER II. ENTRIES OR RECORDS, ETC. IN REGISTER OF SHAREHOLDERS
Article 4. (Entries or Records in Register of Shareholders)
1.
The Company shall make entries or records in the register of shareholders in accordance with the notice concerning all shareholders (sokabunushi tsuchi) (which means the notice provided for in Article 151 of the Law Concerning Central
Clearing of Bonds, Shares and Other Securities; hereinafter referred to as the “Clearing Law”) given by the Center.
2. In the event that the
Company receives a notice of a change of address of a person entered or recorded in the register of shareholders (hereinafter referred to as the “Shareholder(s), Etc.”) or a notice of any other change in the matters entered or recorded in
the register of shareholders (other than an individual shareholder notice (kobetsu kabunushi tsuchi) (which means the notice provided for in Article 154, Paragraph 3 of the Clearing Law; the same shall apply hereinafter)) through the
Securities Companies, Etc. and the Center, the Company shall change the entry or the record in the register of shareholders pursuant to such notice.
3.
In addition to the provisions of the preceding two (2) paragraphs, in the case of the issuance of new shares or in any other case prescribed by laws or regulations, the Company shall make entries or records in the register of shareholders.
Article 5. (Characters, Etc. to be Used in Register of Shareholders)
Entries or records in the register of shareholders of the Company shall be made using the characters and/or symbols designated by the Center.
Article 6. (Entries or Records, Etc. in Ledger of Stock Acquisition Rights)
1. A request for entries or records in the ledger of stock acquisition rights, a request for registration, transfer or cancellation of a pledge with respect to
stock acquisition rights, and/or a request for the recordation of shares held in trust or cancellation thereof shall be made to the share transfer agent.
2. In addition to the provisions of the preceding paragraph, the handling of stock acquisition rights may be separately prescribed.
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CHAPTER III. NOTIFICATIONS
Article 7. (Notification of Address, and Name or Trade Name)
1.
Shareholders, Etc. shall notify the Company of their addresses and names or trade names.
2. The notification set forth in the preceding paragraph or any
change in such notification shall be made through the Securities Companies, Etc. and the Center, except in the case of the issuance of new shares or in any other case prescribed by laws or regulations.
Article 8. (Notification of Nonresident Shareholders, etc.)
1.
Shareholders, Etc. residing in foreign countries shall either appoint their standing proxies in Japan or designate their mailing addresses in Japan for receiving notices and notify the Company thereof.
2. Standing proxies shall be included in the Shareholders, Etc. set forth in Paragraph 1 of the preceding article.
3. The notification set forth in Paragraph 1 or any change in such notification shall be made through the Securities Companies, Etc. and the Center, except in
the case of the issuance of new shares or in any other case prescribed by laws or regulations.
Article 9. (Representative of Corporation)
1. In case a Shareholder, Etc. is a corporation, the title and the name of one (1) representative of such corporation shall be notified.
2. The notification set forth in the preceding paragraph or any change in such notification shall be made through the Securities Companies, Etc. and the
Center, except in the case of the issuance of new shares or in any other case prescribed by laws or regulations.
Article 10. (Representative, Etc. of
Co-owned Shares)
1. Shareholders who co-own shares shall appoint one (1) representative on their behalf, and shall notify the address and the name or
the trade name of such representative.
2. The notification set forth in the preceding paragraph or any change in such notification shall be made through
the Securities Companies, Etc. and the Center, except in the case of the issuance of new shares or in any other case prescribed by laws or regulations.
3. In case a Shareholder, Etc. is an unincorporated association, the provisions of the preceding two (2) paragraphs shall apply.
Article 11. (Statutory Agent)
1. In case a statutory agent,
such as a person in parental authority or a guardian (kokennin) represents a Shareholder, Etc., the address and the name or the trade name of such statutory agent shall be notified.
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2. The notification set forth in the preceding paragraph, or any change or cancellation thereof, shall be made
through the Securities Companies, Etc. and the Center, except in the case of the issuance of new shares or in any other case prescribed by laws or regulations.
Article 12. (Other Notifications)
1. In addition to the
notifications set forth in Article 7 hereof through the preceding article, unless otherwise designated by the Company, any notification to the Company shall be made through the Securities Companies, Etc. and the Center, or through the Securities
Companies, Etc., except in the case of the issuance of new shares or in any other case prescribed by laws or regulations.
2. Any notification that is
unable to be accepted or handled by the Securities Companies, Etc. shall be made to the share transfer agent.
Article 13. (Matters, Etc. to be Notified
concerning Holders of Stock Acquisition Rights)
The provisions of Article 7 hereof through the preceding article shall apply mutatis
mutandis to the matters to be notified concerning the person who is entered or recorded and the method of notification thereof in the ledger of stock acquisition rights of the Company, except that such notification shall be made to the share
transfer agent, unless otherwise prescribed pursuant to Article 6, Paragraph 2 hereof.
CHAPTER IV. PURCHASE OF FRACTIONAL UNIT SHARES
Article 14. (Request for Purchase of Fractional Unit Shares)
In case a shareholder requests the Company to purchase fractional unit shares, such request shall be made through the Securities Companies,
Etc. and the Center in accordance with the rules prescribed by the Center.
Article 15. (Determination of Purchase Price)
The purchase price of fractional unit shares shall be the amount equivalent to the closing price per share of the shares of the Company as
reported by the Tokyo Stock Exchange on the day when a request pursuant to the preceding article reaches the handling office of the share transfer agent provided for in Article 2 hereof, multiplied by the number of such fractional unit shares;
provided, however, that if there is no trading of the shares of the Company effected on such day or if such day falls on a day when the Tokyo Stock Exchange is closed, such closing price shall be deemed the amount equivalent to the first trading
price per share effected thereafter.
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Article 16. (Payment of Purchase Proceeds)
1. The Company shall pay to the shareholder who requested for purchase of fractional unit shares the amount equivalent to the purchase price as calculated
pursuant to the preceding article after deducting the handling fees set forth in Article 39 hereof (hereinafter referred to as the “Purchase Proceeds”) on the fourth (4th) business day from the day immediately following the day on
which the purchase price is determined, unless the Company otherwise determines; provided, however, that if the purchase price reflects the right to receive dividends from a surplus or shares arising from a stock split, etc., such purchase price
shall be paid by the record date.
2. Upon request of the shareholder who requested for purchase of fractional unit shares, the Purchase Proceeds may be
paid by transfer to a bank account designated by him/her or by Japan Post Bank cash payment. In such cases, the payment of the Purchase Proceeds is deemed to be completed when the procedures for such transfer or the procedures for Japan Post Bank
cash payment are taken.
Article 17. (Transfer of Shares Purchased)
The fractional unit shares for which a request for purchase is made shall be transferred to the transfer account of the Company on the day on
which the payment of the Purchase Proceeds, as prescribed in the preceding article, has been completed.
CHAPTER V. PURCHASE OF ADDITIONAL
FRACTIONAL UNIT SHARES BY FRACTIONAL UNIT SHAREHOLDERS
Article 18. (Request for Purchase of Additional Fractional Unit Shares by Fractional Unit
Shareholders)
In case a shareholder holding fractional unit shares makes a request for the Company to sell to such fractional unit
shareholder shares held by the Company in the number as will constitute one (1) full unit of shares when added to the fractional unit shares held by such shareholder (hereinafter referred to as the “Request for Additional Purchase”),
such request shall be made through the Securities Companies, Etc. and the Center pursuant to the rules prescribed by the Center.
Article 19. (Restriction
on Request for Additional Purchase)
If an aggregate number of fractional unit shares for which the Requests for Additional Purchase are
made on the same day exceeds the number of shares owned by the Company which shall be transferred, the Company shall not transfer any fractional unit share for any of the Requests for Additional Purchase made on such day.
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Article 20. (Effective Date of Request for Additional Purchase)
Requests for Additional Purchase shall be deemed to be made on the day when a request as described in Article 18 hereof is accepted at the
handling office of the share transfer agent provided for in Article 2 hereof.
Article 21. (Determination of Additional Purchase Price)
The additional purchase price of fractional unit shares shall be the amount equivalent to the closing price per share of the shares of the
Company as reported by the Tokyo Stock Exchange on the day when the request set forth in Article 18 hereof is accepted at the handling office of the share transfer agent provided for in Article 2 hereof, multiplied by the number of such fractional
unit shares; provided, however, that if there is no trading of the shares of the Company effected on such day or if such day falls on a day when the Tokyo Stock Exchange is closed, such closing price shall be deemed the amount equivalent to the
first trading price per share effected thereafter.
Article 22. (Timing of Transfer of Shares Additionally Purchased)
With respect to the fractional unit shares for which the Request for Additional Purchase is made, the application for the transfer thereof to
the transfer account of the shareholder who made such Request for Additional Purchase shall be made on the day on which it is confirmed that the amount of the additional purchase price calculated pursuant to the preceding article and the fees
provided for in Article 39 hereof (hereinafter referred to as the “Proceeds from Additional Purchase”) have been remitted to the bank account designated by the Company.
Article 23. (Suspension of Acceptance of Request for Additional Purchase)
1. The Company shall suspend the acceptance of Requests for Additional Purchase during the period beginning ten (10) business days prior to any of the
days provided for in the following items up to the day provided for in such item:
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(3) |
Any other determination date of shareholders. |
2. In addition to the case provided for in the preceding
paragraph, when the Company or the Center deems necessary, the Company may suspend the acceptance of Requests for Additional Purchase.
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CHAPTER VI. PREFERRED SHARES
Article 24. (Exceptions for Preferred Shares)
1. With respect
to the provisions concerning the Preferred Shares, notwithstanding any other provisions hereof, the provisions of this Chapter shall prevail and apply.
2. All request or notification procedures, or any other handling, concerning the Preferred Shares shall be made to the share transfer agent, unless otherwise
provided for in this Chapter.
Article 25. (Entries or Records in Register of Holders of Preferred Shares)
1. In case of a request for entries or records in the register of holders of the Preferred Shares (hereinafter referred to as the “Registration of
Transfer”), a written request therefor, with the names and seals of both the holder of the Preferred Shares entered or recorded in the register of shareholders and the person who acquired such Preferred Shares affixed thereto, shall be
submitted together with the materials evidencing the matters regarding the Registration of Transfer.
2. In case a request for the Registration of
Transfer is made with respect to the Preferred Shares acquired due to inheritance, merger or any other event other than assignment, a written request therefor shall be submitted together with a document evidencing the cause for such acquisition.
Article 26. (Notifications of Holders, Etc. of Preferred Shares)
1. Holders of the Preferred Shares and the registered preferred share pledgees, or their statutory agents, in addition to the notification set forth in Article
7 hereof, shall notify the Company of their seal impressions; provided, however, that foreigners may substitute their specimen signatures for seal impressions.
2. In case of a change in the matters notified pursuant to the preceding paragraph, such change shall be notified.
3. All requests, notifications or any other exercises of holders’ rights concerning the Preferred Shares to the Company shall be made in the form
prescribed by the Company, bearing the seal impressions notified pursuant to the provisions of Paragraph 1.
Article 27. (Registration of Transfer in Case
of Special Procedures Required by Laws and Regulations)
If any special procedure is required by laws and regulations in connection with
transfer of the Preferred Shares, a written request therefor shall be submitted together with a document evidencing the completion of such procedure.
7
Article 28. (Registration of Pledges, Transfer or Cancellation Thereof)
In case of a request for the registration of pledges on the Preferred Shares, transfer or cancellation thereof, a written request therefor with
the names and seals of both a pledgor and a pledgee affixed thereto shall be submitted.
Article 29. (Recordation of Shares Held in Trust or Cancellation
Thereof)
In case of a request for the recordation of the Preferred Shares held in trust or cancellation thereof, a written request
therefor shall be submitted either by a trustor or a trustee.
Article 30. (Method for Request for Acquisition of Preferred Shares)
1. In case of a request to the Company for acquisition of Class 6 Preferred Shares (the First to the Fourth Series), Class 7 Preferred Shares (the First to the
Fourth Series)and Class 11 Preferred Shares, in exchange for ordinary shares of the Company (hereinafter referred to as the “Ordinary Shares”) in the number as is calculated by the formula set forth in Article 19 of the Articles of
Incorporation, such request shall be made in the prescribed written form through the Securities Companies, Etc. or otherwise in accordance with the rules prescribed by the Center, and a transfer account (other than a special account) which has been
opened for himself/herself for the purpose of the transfer of such Ordinary Shares shall be designated.
2. The request provided for in the preceding
paragraph may not be cancelled after submitting the written request therefor.
3. The delivery of the Ordinary Shares set forth in Paragraph 1 shall be
made by a notification of new record or an application for the transfer of such Ordinary Shares to the transfer account designated pursuant to the provisions of such paragraph.
Article 31. (Effect of Request for Acquisition of Preferred Shares)
The request set forth in the preceding article shall come into effect when the written request therefor reaches the handling office of the
share transfer agent provided for in Article 2 hereof.
Article 32. (Notice or Public Notice of Change in Acquisition Price and Delivery Ratio of
Preferred Shares)
In case the acquisition price or the delivery ratio included in the terms of the acquisition of Preferred Shares
provided for in Article 19 of the Articles of Incorporation shall be reset or adjusted, details of such reset or adjustment and the number of the Ordinary Shares to be delivered in exchange for acquisition of Preferred Shares shall be notified or
notified publicly to the holders of the Preferred Shares by the day preceding the reset date or the day on which such adjusted acquisition price or delivery ratio shall be applied (hereinafter referred to as the “Reset Date, Etc.”);
provided, however, that in case the Company is not able to give notices or public notices of such change to the holders of the Preferred Shares by the day preceding the Reset Date, Etc., the Company shall give notices or public notices of such
change to the holders of the Preferred Shares promptly after the Reset Date, Etc.
8
Article 33. (Notice or Public Notice of Restriction on Period for Request for Acquisition of Preferred Shares)
In case there is a provision which excludes a certain period within the period in which the holders of the Preferred Shares are entitled
to request acquisition, included in the terms of the acquisition of Preferred Shares provided for in Article 19 of the Articles of Incorporation, the Company shall give notices or public notices of such excluded period to the holders of the
Preferred Shares in advance.
Article 34. (Procedures for Acquisition pursuant to Provisions of Acquisition of Preferred Shares)
1. In case of acquisition of Preferred Shares set forth in Article 18 of the Articles of Incorporation, the Company shall give notices or public notices of the
amount of cash to be delivered to the holders of the Preferred Shares in exchange for the acquisition of one (1) share of such Preferred Shares and any other necessary matters to the holders of the Preferred Shares.
2. In case of mandatory acquisition of Preferred Shares provided for in Article 20 of the Articles of Incorporation, the Company shall give notices or public
notices of (i) the acquisition date, (ii) the occurrence of any acquisition event, (iii) if the Ordinary Shares will be delivered in exchange for the acquisition of such Preferred Shares set forth in the said article, the number of
the Ordinary Shares to be delivered, (iv) if such Preferred Shares will be acquired free of consideration, the fact that such Preferred Shares will be acquired free of consideration, and (v) any other necessary matters, to the holders of
the Preferred Shares.
Article 35. (Delivery of New Shares upon Mandatory Acquisition of Preferred Shares)
1. In case of mandatory acquisition of Preferred Shares provided for in Article 20 of the Articles of Incorporation, a holder of the Preferred Shares shall
give written notice of a transfer account (other than a special account) which has been opened for himself/herself for the purpose of the transfer of such Ordinary Shares.
2. The delivery of the Ordinary Shares set forth in the preceding paragraph shall be made by a notification of new record or an application for the transfer
of such Ordinary Shares to the transfer account notified pursuant to the provisions of the preceding paragraph.
9
CHAPTER VII. METHODS BY WHICH TO EXERCISE
MINORITY SHAREHOLDERS’ RIGHTS, ETC.
Article
36. (Methods by Which to Exercise Minority Shareholders’ Rights, Etc.)
1. In case of direct exercise of the minority shareholders’ rights, etc.
set forth in Article 147, Paragraph 4 of the Clearing Law against the Company, a shareholder shall submit a document on which his/her printed name and seal is affixed, after requesting the individual shareholder notice; provided, however, that a
foreigner may substitute his/her signature for such printed name and seal.
2. Notwithstanding the provisions of the preceding paragraph, in case of
exercise of the minority shareholders’ rights, etc. by the holders of the Preferred Shares, the request for the individual shareholder notice shall not be required.
3. The provisions of Article 3, Paragraphs 2, 4 and 5 hereof shall apply mutatis mutandis to the exercise of the minority shareholders’ rights,
etc. referred to in the preceding two (2) paragraphs.
Article 37. (Agenda that are Proposed by Shareholders in Reference Materials for General
Meeting of Shareholders)
In case of exercise of the shareholders’ proposal rights pursuant to the provisions of Paragraph 1 of the
preceding article, if the description of the following matters that are included in the proposed agenda exceeds 400 characters or is otherwise determined by the Company to be inappropriate to describe all of the matters, such description may be
summarized in the reference materials for a general meeting of shareholders:
| |
(1) |
Reasons for the proposal; or |
| |
(2) |
Matters relating to the appointment of directors, accounting advisors, corporate auditors and accounting auditors. |
CHAPTER VIII. IDENTIFICATION OF SHAREHOLDERS
Article 38. (Identification of Shareholders)
1. In case of
exercises of shareholders’ rights, except as otherwise provided for in laws and regulations or these Regulations, the Company may request the submission of materials certifying that the person who exercises the rights is a shareholder
himself/herself or a proxy thereof.
2. The provisions of Article 3, Paragraphs 2 and 5 hereof shall apply mutatis mutandis to the identifications
of shareholders set forth in the preceding paragraph.
10
CHAPTER IX. HANDLING FEES
Article 39. (Handling Fees)
Fees for handling
of shares of the Company (including consumption tax) shall be as follows:
| |
1. |
In case of purchase of fractional unit shares pursuant to Article 14 hereof or purchase of additional fractional unit shares pursuant to Article 18 hereof: |
The fee shall be the amount obtained by multiplying the purchase price provided for in Article 15 hereof by 0.75%, or the amount obtained by
multiplying the additional purchase price provided for in Article 21 hereof by 0.75%, in each case plus consumption tax. (Fractions less than one (1) yen shall be disregarded.)
| |
2. |
Fees to be paid by the Shareholders, Etc. to the Securities Companies, Etc. or the Center shall be borne by the Shareholders, Etc. |
Supplemental Provisions
Article 1. (Application
for Cancellation by Registrant of Lost Share Certificates)
In case a registrant of lost share certificates applies for cancellation of the
registration of lost share certificates, a written application therefor in the form prescribed by the Company shall be submitted.
Article 2. (Application
for Cancellation by Person Possessing Share Certificates)
In case a person who possesses the share certificates for which registration of
the lost share certificates is made (excluding registrants of lost share certificates) applies for cancellation of such registration of the lost share certificates, the application form therefor in the form prescribed by the Company shall be
submitted together with the share certificates concerned and a document for identification of the applicant.
Article 3. (Application of Notifications
mutatis mutandis)
The provisions of Article 7 to Article 12 hereof shall apply mutatis mutandis to the case of any change in
the entries or records in the register of lost share certificates upon request of a registrant of lost share certificates, and such registrant of lost share certificates shall submit notifications to the handling office of the Company’s share
transfer agent set forth in Article 2 hereof.
Article 4. (Transitional Measure)
The provisions of Article 1 of the Supplemental Provisions to this article shall be deleted on January 6, 2010.
11
Amendment History
|
|
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| October 1, 2001 |
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Article 9 amended |
| June 27, 2002 |
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Articles 1, 9, 10, 11, 23, 33, 34, 35 and 36 amended |
| April 1, 2003 |
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Articles 4, 5, 24, 25, 26, 27, 29, 30, 33, 40, 41, Article 2 of Supplemental Provision amended |
|
|
Articles after No. 28 were renumbered |
| July 1, 2003 |
|
Articles 1, 2, 32, 33, 35, 36, 37, 38, 39, 40, 41, 42, 45, 46, 47, 48 and 49 amended |
|
|
Articles after No. 43 were renumbered |
| June 29, 2004 |
|
Articles 1, 45, 46, 47 and 48 amended |
| June 29, 2005 |
|
Articles 43, 44, 45, 46, 47 and 48 amended |
| October 1, 2005 |
|
Articles 2, 33, 35, 36, 38, 41, 43, 49 and 50 amended |
|
|
Articles after No. 37 were renumbered |
| May 1, 2006 |
|
Articles 2, 4 through 10, 16 through 18, 20, 21, 23 through 27, 29, 31 through 33, and 35 through 50 amended |
|
|
Articles after No. 37 were renumbered |
|
|
Articles 1 through 3 of Supplemental Provisions amended |
| June 29, 2006 |
|
Articles 1, 9, 23 (newly established), 34, 39, 41, 46, 48, 49, 50, 51, 52 and Article 1 of Supplemental Provisions amended |
|
|
Articles after No. 34 were renumbered |
| September 30, 2007 |
|
Articles 1, 3, 5 through 7, 15 through 17, 26, 29 through 39, 42, 44, 46 through 50 amended |
|
|
Articles after No. 7 were renumbered |
|
|
Article 1 of Supplemental Provisions amended |
|
|
Article 3 of Supplemental Provisions deleted |
| January 5, 2009 |
|
The Regulations were wholly amended |
| May 19, 2009 |
|
Article 36 amended |
|
|
Article 1 of Supplemental Provisions deleted |
|
|
Articles after No. 2 of Supplemental Provisions were renumbered |
| June 26, 2009 |
|
Articles 1, 30, and 32 through 35 amended |
| June 27, 2013 |
|
Articles 17, 22, 34 and 35 amended |
- No further entry -
12
Exhibit 4.5
MUFG AMERICAS HOLDINGS CORPORATION STOCK BONUS PLAN
(formerly The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan)
INTRODUCTION
This MUFG Americas
Holdings Corporation Stock Bonus Plan (as it may be amended from time to time, the “Plan”) was originally adopted by The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, a branch licensed under the laws of the State of New York
(“HQA”), effective as of August 27, 2012, under the name “The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan.” The Plan has been amended and restated as set forth herein, effective
June 8, 2015, to reflect the assumption and adoption of the Plan by MUFG Americas Holdings Corporation (the “Company”), in connection with the integration of Union Bank, N.A., the Company’s subsidiary, and HQA to form MUFG
Union Bank, N.A. (the “Bank”).
The purpose of the Plan is to promote the long-term success of the Company and its
Affiliates and the creation of stockholder value by (a) encouraging key Employees to focus on critical long-range objectives, (b) encouraging the attraction and retention of key Employees with exceptional qualifications and
(c) linking key Employees directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for payment of some or a portion of annual bonuses to such key Employees in the form of
Restricted Share Units representing a right to acquire equity of Mitsubishi UFJ Financial Group, Inc., a Japanese corporation (“MUFG”), the parent company of the Company and the Bank.
The Plan, as amended and restated herein, has been assumed and adopted by the Company with the consent of HQA, and it shall be governed by,
and construed in accordance with, the laws of the State of New York.
ARTICLE 1
DEFINITIONS
1.1
“AFFILIATE” means MUFG or any corporation, limited liability company or other entity (other than the Company or MUFG, as the case may be) in an unbroken chain of such entities beginning with the Company or MUFG, as the case may be, if each
such entity other than the last entity in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other entities in such chain. A corporation, limited liability company or other
entity that attains the status of an Affiliate on a date after the adoption of the Plan shall be considered an Affiliate commencing as of such date.
1.2 “BANK” has the meaning set forth in the Introduction to this Plan.
1.3 “BUSINESS COMBINATION” means the consummation of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets or stock of a designated corporation or other entity or the acquisition by the designated corporation or other entity of the assets or stock of another entity.
1.4 “CHANGE IN CONTROL” shall mean a Business Combination with respect to a designated
corporation or other entity; excluding, however, such a Business Combination pursuant to which (i) a Permitted Holder will beneficially own, directly or indirectly, 30% or more of, respectively, the Company Stock, as the case may be, of the
corporation or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the designated corporation or other entity or all or substantially all of
the designated corporation or other entity’s assets either directly or through one or more subsidiaries), and (ii) no individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) has a greater
beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder.
1.5 “CODE” means the Internal
Revenue Code of 1986, as amended.
1.6 “COMPANY” has the meaning set forth in the Introduction to this Plan.
1.7 “COMPANY STOCK” means, with respect to a designated corporation or other entity, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors.
1.8
“EMPLOYEE” means a bona fide employee of the Company or an Affiliate.
1.9 “EXCHANGE ACT” means the Securities
Exchange Act of 1934, as amended.
1.10 “HCC” means the Human Capital Committee of the Board of Directors of the Company and the
Bank.
1.11 “HQA” has the meaning set forth in the Introduction to this Plan.
1.12 “MUFG” has the meaning set forth in the Introduction to this Plan.
1.13 “PARTICIPANT” means an individual or estate who holds Restricted Share Units issued under the Plan.
1.14 “PERMITTED HOLDER” means (i) MUFG or any successor thereto, (ii) an employee benefit plan of MUFG or (iii) a
corporation or other entity controlled by MUFG.
1.15 “PLAN” means this MUFG Americas Holdings Corporation Stock Bonus Plan, as
amended from time to time.
1.16 “RESTRICTED SHARE UNIT” means an unfunded and unsecured promise to deliver a Share, cash, other
securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed for a specified period of time) as set forth herein and under the Restricted Share Unit
Agreement, granted under Article 5 of the Plan.
2
1.17 “RESTRICTED SHARE UNIT AGREEMENT” means the agreement between the Company and the
recipient of Restricted Share Units which contains the terms, conditions and restrictions pertaining to such Restricted Share Units.
1.18
“SHARE” means an American Depositary Receipt representing an American Depositary Share, which represents one share of common stock of MUFG.
1.19 “TRUST” means a revocable trust established by the Company with an independent trustee for the purpose of acquiring Shares with
funds contributed by or at the direction of the Company and holding such Shares until transferred to Participants pursuant to Restricted Share Unit Agreements.
ARTICLE 2
ADMINISTRATION
2.1 HCC. The Plan shall be administered by the HCC.
2.2 HCC RESPONSIBILITIES. The HCC shall (a) select the Employees who are to receive Restricted Share Units under the Plan,
(b) determine the number of Shares, vesting requirements and other features and conditions of such Restricted Share Units, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The HCC may
adopt such rules or guidelines as it deems appropriate to implement the Plan. The HCC’s determinations under the Plan shall be final and binding on all persons.
2.3 DELEGATION. The HCC may delegate to the Bank’s Chief Human Resources Officer for the Americas and the Head of Total Rewards, or to
other Bank committees in its sole discretion, the power and authority to administer the Plan pursuant to such conditions and limitations as the HCC may establish.
ARTICLE 3
SHARES AVAILABLE FOR
GRANTS
3.1 GENERAL. Shares delivered pursuant to Restricted Share Units granted pursuant to the Plan shall be authorized and issued
Shares acquired by the Trust pursuant to a trust agreement with the Company.
ARTICLE 4
ELIGIBILITY
4.1 GENERAL. Only
Employees are eligible to be selected by the HCC as Participants in the Plan.
3
ARTICLE 5
RESTRICTED SHARE UNIT AWARDS
5.1 TIME, AMOUNT AND FORM OF RESTRICTED SHARE UNIT AWARDS. Restricted Share Units may be awarded in such amounts, at such times, and subject
to such vesting or other restrictions as the HCC may determine.
5.2 PAYMENT FOR RESTRICTED SHARE UNITS. No payment shall be required by
Participants for receiving Restricted Share Units or Shares delivered pursuant to Restricted Share Units awarded under the Plan.
5.3
VESTING CONDITIONS. Each award of Restricted Share Units shall become vested, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Unit Agreement. Subject to the HCC’s determination, a Restricted
Share Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The HCC may determine, at the time of making a Restricted Share Unit award or thereafter, that such
Restricted Share Unit award shall become fully vested in the event that a Change in Control occurs with respect to the Company or the relevant Affiliate that employs the Participant upon the occurrence of a Change in Control.
5.4 SETTLEMENT OF RESTRICTED SHARE UNITS. Unless otherwise provided by the HCC in the Restricted Share Unit Agreement, upon expiration of any
vesting conditions with respect to a Restricted Share Unit, one Share (or other securities or other property, as applicable) for each such outstanding Restricted Share Unit shall be delivered to the Participant, or his or her beneficiary, without
charge, from the Trust; provided, however, that unless otherwise provided in the Restricted Share Unit Agreement, the HCC may, in its sole discretion, elect to (i) pay cash, or part cash and part Shares, in lieu of delivering only Shares in
respect of such Restricted Share Unit, or (ii) defer the delivery of Shares (or cash, or part Shares and part cash, as the case may be) beyond the expiration of the lapse of the vesting restrictions, subject to compliance with section 409A of
the Code. Notwithstanding the payment schedule set forth in the Restricted Share Unit Agreement, the HCC may accelerate payment of a Participant’s Restricted Share Unit(s) in accordance with Treasury Regulations Section 1.409A-1(c)(2). If
a cash payment is made in lieu of delivering Shares (or a fraction thereof), the amount of such payment shall be equal to the fair market value of the Shares as of the date on which the Shares (or a fraction thereof) would otherwise have been
delivered, subject to any applicable withholding or other taxes.
5.5 CLAWBACK AND RECOUPMENT. All Restricted Share Units awarded and
Shares delivered to Participant under the Plan pursuant to the Restricted Share Unit Agreement shall be subject to certain clawback and recoupment terms and conditions as may be provided in such agreement.
4
ARTICLE 6
OTHER SHARE-BASED AWARDS
6.1
GENERAL. The HCC may grant other awards to Participants denominated in Shares in such amounts as the HCC shall from time to time in its sole discretion determine. Such awards may include grants of Shares subject to forfeiture to the extent vesting
conditions have not been fulfilled upon termination of employment. Each other Share-based award granted under the Plan shall be evidenced by an award agreement, and shall be subject to such conditions not inconsistent with the Plan as may be
reflected in such award agreement.
ARTICLE 7
CHANGES AFFECTING AWARDS
7.1
GENERAL. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Shares or other securities of MUFG, issuance of warrants or other rights to acquire Shares or other securities of MUFG, or other similar corporate
transaction or event that affects the Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or
changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the HCC
in its sole discretion to be necessary or appropriate, then, subject to section 409A of the Code, the HCC shall make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of the adjustments described
in paragraphs (i) and (ii) below:
(i) adjusting any or all of (1) the number of Shares or other securities
of MUFG (or number and kind of other securities or other property) which may be delivered in respect of the awards or with respect to which awards may be granted under the Plan and (2) the terms of any outstanding award, including, without
limitation, the number of Shares or other securities of MUFG (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; or
(ii) cancelling any one or more outstanding awards and causing to be paid to the holders thereof, in cash, Shares, other
securities or other property, or any combination thereof, the value of such awards (whether vested or unvested), if any, as determined by the HCC (which if applicable may be based upon the price per Share received or to be received by other holders
of Shares in such event);
provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial
Accounting Standards Board Accounting Standards Codification Topic 718), the HCC shall make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
5
ARTICLE 8
LIMITATION ON RIGHTS
8.1
RETENTION RIGHTS. Neither the Plan nor any Restricted Share Units granted under the Plan shall be deemed to give any individual a right to remain an employee of the Company or an Affiliate. The Company and the Affiliates reserve the right to
terminate the service of any employee at any time, with or without cause, with or without notice, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).
8.2 STOCKHOLDERS’ RIGHTS. A holder of Restricted Share Units shall have no dividend rights, voting rights or other rights as a
stockholder with respect to any Shares covered by his or her Restricted Share Unit award prior to the delivery of Shares, if any. However, unless otherwise provided in the Restricted Share Unit Agreement, if a cash dividend is declared on the
Shares, then on the payment date of the dividend, the Participant will be credited with dividend equivalents payable in cash or Shares equal to the amount of the cash dividend per Share multiplied by the number of Restricted Share Units credited to
the Participant through the record date for the dividend. The dividend equivalents will be subject to the same terms regarding vesting, applicable taxes and forfeiture, and will be distributed at the same time, as the Shares associated with the
Participant’s Restricted Stock Units.
8.3 REGULATORY REQUIREMENTS. Any other provision of the Plan notwithstanding, the obligation
of the Company to deliver Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery
of Shares pursuant to any award prior to the satisfaction of all legal or regulatory requirements relating to the delivery of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or
listing.
ARTICLE 9
WITHHOLDING TAXES
9.1 GENERAL.
To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company or the Affiliate for the satisfaction of any withholding tax obligations that arise
in connection with the Plan. The Company shall not be required to release any Shares or make any cash payment under the Plan until such withholding tax obligations are satisfied.
6
ARTICLE 10
ASSIGNMENT OR TRANSFER OF RESTRICTED SHARE UNITS
10.1 GENERAL. Restricted Share Units awarded under the Plan shall not be anticipated, assigned, hypothecated, attached, garnished, optioned,
transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law, except as approved by the HCC in writing. However, this Article 10 shall not preclude a Participant from designating a
beneficiary who will receive the proceeds upon settlement of any outstanding Restricted Share Units in the event of the Participant’s death, nor shall it preclude a transfer of Restricted Share Units by will or by the laws of descent and
distribution. No other rights given to a Participant under the Plan or the Restricted Share Unit Agreement may be anticipated, assigned, hypothecated, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether
voluntarily, involuntarily or by operation of law, except as approved by the HCC in writing.
ARTICLE 11
FUTURE OF THE PLAN
11.1 TERM OF
THE PLAN. The Plan, as set forth herein, shall remain in effect until it is terminated under Section 11.2.
11.2 AMENDMENT OR
TERMINATION. The HCC may, at any time and for any reason, amend or terminate the Plan. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.
No Restricted Share Units shall be awarded under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Restricted Share Units previously awarded under the Plan, unless required under
applicable law or regulation. In the event of any conflict among the provisions (including defined terms) of the Plan, the Restricted Share Unit Agreement and the Award Notice, the Plan shall prevail.
7
ARTICLE 12
EXECUTION
To record the
Company’s assumption and adoption of the Plan and the amendment and restatement thereof, the Company has caused its duly authorized officers to execute this document.
|
|
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| MUFG AMERICAS HOLDINGS CORPORATION |
|
|
| By: |
|
|
|
|
Annemieke van der Werff |
|
|
Chief Human Resources Officer |
|
|
MUFG Union Bank, N.A. |
|
|
| Date: |
|
June 8, 2015 |
|
|
| By: |
|
|
|
|
Matthew Insinga |
|
|
Head of Total Rewards |
|
|
MUFG Union Bank, N.A. |
|
|
| Date: |
|
June 8, 2015 |
8
Exhibit 4.6
TRUST UNDER THE MUFG AMERICAS HOLDINGS CORPORATION
STOCK BONUS PLAN
This
AMENDED AND RESTATED AGREEMENT, effective the 8th day of June, 2015, by and between MUFG Americas Holdings Corporation, a Delaware corporation (the “Company”), and RBC Trust Company (Delaware) Limited, a trust company incorporated
under the laws of Delaware (the “Trustee”):
W I T N E S S E T H:
WHEREAS, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Headquarters for the Americas, a branch licensed under the laws of the State of New York
(“HQA”), adopted The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan (the “Plan”), effective as of August 27, 2012, pursuant to which HQA granted equity incentives to certain
key employees of HQA and its affiliates in the form of American Depositary Receipts evidencing American Depositary Shares (“Shares”) representing ordinary shares of its indirect Japanese parent company, Mitsubishi UFJ Financial
Group, Inc. (“MUFG”);
WHEREAS, in connection with the integration of Union Bank, N.A., the Company’s subsidiary,
and HQA to form MUFG Union Bank, N.A., the Plan has been amended and restated, effective June 8, 2015, to reflect the assumption and adoption of the Plan by the Company and pursuant to which the Company will continue to grant equity incentives
to certain key employees of the Company and its affiliates (“Participants”);
WHEREAS, the Company has been advised that
under applicable Japanese law, the Company is not permitted to own the Shares;
WHEREAS, pursuant to an agreement dated November 8,
2012, HQA established and funded this trust (hereinafter called the “Trust”) for the purpose of purchasing the Shares for direct transfer to Participants who have been awarded Shares by HQA pursuant to the terms of the Plan and
individual restricted share awards or restricted share unit awards (collectively “RSUs”) between HQA and the Participants;
WHEREAS, it is the intention of the parties that the Trust, together with the Plan and the RSUs,
shall constitute an unfunded incentive compensation arrangement that does not provide for deferred compensation, and that the Trust shall not affect the status of the Plan and RSUs as unfunded for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, in connection with the assumption and adoption of the Plan by the Company, the parties hereto desire to amend and restate this
Agreement;
NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as
follows:
SECTION 1. Establishment of the Trust.
(a) The Company hereby has caused to be deposited Ten Dollars ($10) with the Trustee in trust which shall become the initial principal of the
Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement, including without limitation for the purpose of purchasing Shares to be transferred to Participants.
(b) The Trust hereby established is revocable by the Company only in accordance with Section 13(b) hereof.
(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Code, and shall be construed accordingly.
(d) The principal of the Trust and
any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes as herein set forth. Participants (or their beneficiaries) who constitute Nominated Participants (as
hereinafter defined) (or their beneficiaries) shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan, including the RSUs, shall be mere unsecured contractual rights of
Participants (or their beneficiaries) against the Company. For purposes of this Trust Agreement, a “Nominated Participant” means a Participant listed on a Grant Schedule who holds an RSU which has become vested by its terms, and
which entitles the Participant to immediate payment of Shares (or cash or other property in respect thereof) which obligation has not been satisfied by the Company by other means.
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(e) The Company, in its sole discretion, may at any time, or from time to time, make or cause to
be made additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant shall have
any right to compel such additional deposits.
SECTION 2. Grants to Participants.
(a) The Company shall, from time to time, deliver to the Trustee a schedule (the “Grant Schedule”) which indicates the number
of Shares to be transferred in respect of each Participant, the dates on which such Shares are to be transferred and, if applicable, the vesting schedule applicable thereto and the amount of any accrued dividend equivalents (net of applicable
withholding taxes) payable in respect thereof. Except as otherwise provided herein, the Trustee shall transfer the Shares and cash equal to the amount of any accrued dividend equivalents (net of applicable withholding taxes) to a transfer agent,
broker or custodian to hold in a separate account under the Trust for each Participant in accordance with such Grant Schedule. The number of Shares (and the amount of any accrued dividend equivalents) to be transferred pursuant to the Grant Schedule
may reflect a reduction from the gross number of Shares subject to the RSUs (and from the gross amount of accrued dividend equivalents) to account for applicable withholding taxes. The Company shall make provision for the reporting and withholding
of any taxes that may be required to be withheld with respect to the grant, vesting and settlement of RSUs and accrued dividend equivalents pursuant to the terms of the Plan. If the Grant Schedule provides that the Shares so transferred are subject
to vesting restrictions, the Trustee shall direct that the Shares be held in a restricted account pending the vesting of the Shares, and any such Shares forfeited by the Participants shall revert to the Trustee. If the Company notifies the Trustee
that the number of Shares or transfer date for any Shares listed in a Grant Schedule was erroneous, the Trustee and the Company shall cooperate in asserting commercially reasonable attempts to recover such overpayment of Shares from the applicable
Participant(s), provided that the expenses and fees incurred in such collection efforts shall be the responsibility of the Company.
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(b) The entitlement of a Participant to grants of Shares under the Plan shall be determined by
the Company or such party as it shall designate under the Plan, and any claims with respect to such awards shall be considered and reviewed under the administrative procedures set out in the Plan.
(c) The Company may make other arrangements for the grant of Shares and payment of dividend equivalents to Participants under the terms of the
Plan. The Company shall notify the Trustee of its decision to make grants and deliver the most recent updated Grant Schedule prior to the time Shares and any accrued dividend equivalents are to be transferred to Participants. The Trustee shall
notify the Company if the Trust holds insufficient Shares or the principal and earnings in the Trust are not sufficient for the purchase of the Shares and/or payment of accrued dividend equivalents in respect of Shares covered by the Grant Schedule.
(d) With respect to the security of written directions (including a Grant Schedule), the Trustee will: (i) provide the Company with
the latest SSAE-16 SOC 1 or equivalent control report prepared by the Trustee’s external auditors; (ii) once annually, respond to the Company’s reasonable information security questionnaire; and (iii) once annually, permit the
Company to view on-site the Trustee’s security-related policies and procedures; provided, however, that no documentation may be copied, shared, transmitted or removed from the Trustee’s premises, except as mutually agreed.
SECTION 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When the Company is Insolvent.
(a) The Trustee shall cease the grant of Shares and payment of dividend equivalents to Participants if the Company is Insolvent. The Company
shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code, or (iii) the Company is determined to be insolvent by a state or federal regulatory banking authority exercising jurisdiction over the Company.
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(b) At all times during the continuance of this Trust, except as may be provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law and subject to the following requirements:
(1) The Executive Committee of the Company and the Chief Executive Officer of the Company (the “CEO”) shall
have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall provide a copy of such
notice to the CEO within two (2) business days, transmitting or delivering such notice in the same manner provided for a notice in Section 14, shall determine whether the Company is Insolvent and, pending such determination, shall
discontinue grant of Shares and payment of dividend equivalents to Participants.
(2) Unless the Trustee has actual
knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee
may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
(3) If at any time the CEO notifies the Trustee, or the Trustee has determined, that the Company is Insolvent, the Trustee
shall discontinue grants and payments to Participants, shall notify the CEO within two (2) business days of making such determination (if applicable), and shall hold the assets of the Trust for benefit of the Company’s general creditors.
Nothing in this Trust Agreement shall in any way diminish any rights of Participants to pursue their rights as general creditors of the Company with respect to benefits due under the Plans or otherwise.
(4) The Trustee shall resume the grant of Shares and payment of dividend equivalents to Participants discontinued in accordance
with this Section 3 only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). The second sentence of Subsection (2) above shall apply to such determination.
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SECTION 4. Payments to the Company.
Notwithstanding any provision of this Trust Agreement to the contrary, the Company shall have no right or power to direct the Trustee to, and
in no event shall the Trustee, deliver Shares, or cash or other securities or property received in respect of Shares by reason of a dividend or other distribution or a sale or other disposition (“Share Proceeds”), to the Company or
any subsidiary thereof or, subject to Section 13(b), any person other than the Nominated Participants, if any.
SECTION 5. Investment
Authority.
All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee
(who shall not be the Company or any affiliates thereof), subject to the express provisions of this Trust Agreement. Upon the delivery of a Grant Schedule and a cash contribution to the Trustee by the Company pursuant to Section 1, the Trustee
shall purchase on the open market on behalf of the Trust, at such time or times as it shall determine in its discretion and in accordance with applicable law, the number of Shares specified in the Grant Schedule. The Trustee shall make all such
purchases in accordance with the conditions set forth in Rule 10b-18 under the Securities Exchange Act of 1934 (“Rule 10b-18”), but shall not be liable for any failure to comply with any such condition (i) if MUFG or an
affiliate of MUFG purchases one or more Shares, American Depositary Receipts representing Shares (“ADRs”) or shares of MUFG common stock (“Stock”) on any day the Trustee makes a purchase of Shares or (ii) if
MUFG or such affiliate furnishes incorrect information about the repurchase of Shares, ADRs or Stock to any broker-dealer through which the Trustee places orders to purchase Shares. The Company agrees to indemnify and hold harmless the Trustee
from and against all damages, losses, liabilities, penalties, fines, costs and expenses, including without limitation, reasonable attorney’s fees, incident to any suit, action, investigation, claim, demand or proceeding which arise out of any
purchase described in (i) or furnishing of incorrect information described in (ii) and which the Trustee suffers, sustains, incurs or is required to pay. If the Shares acquired by the Trustee are converted into cash or other securities or
property by reason of a corporate transaction affecting MUFG or its shareholders, the Trustee shall substitute the proceeds of such conversion for the Shares for purposes of this Trust Agreement. If any Shares acquired by the Trustee (including
Shares reacquired pursuant to forfeiture pursuant to Section 2(a), if any) are not subject to immediate delivery to a Participant pursuant to a Grant Schedule, the Trustee shall sell the Shares on the open market, at such time or times as it
shall determine in its discretion and in accordance with applicable law. The Trustee shall have responsibility for the short-term investment of any cash balances held in the Trust and shall invest such balances (and the proceeds of investment of
such balances) in shares of Goldman Sachs Financial Square Prime Obligations Fund or in such other investments or types of investments as the Trustee may determine. The Trustee shall not exercise any voting rights with respect to Shares or other
securities comprising Share Proceeds, and in the event of a tender offer with respect to any such Shares or securities, shall elect to tender the Shares or other securities. The Company may, by notice, direct the Trustee to transfer to the Company
(or to any third party at the direction of the Company) any cash or other assets which do not constitute Shares or Share Proceeds (or to liquidate such assets and transfer the proceeds thereof to the Company) at any time or from time to time. The
Trustee shall apply any cash comprising Share Proceeds to fulfill the Company’s obligation to pay any accrued dividend equivalents outstanding at the time that Shares are to be transferred in respect of any Participant in accordance with the
terms of the Plan and the Grant Schedule.
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SECTION 6. Disposition of Income.
During the term of the Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.
SECTION 7. Accounting by the Trustee.
(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within one hundred and twenty (120) days following the close of each calendar year and within one hundred and twenty (120) days
after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such
removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or
sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Company shall
be deemed to assent to such account unless it gives the Trustee written objection thereto within one hundred fifty (150) days after the account is rendered. The Trustee shall not be required to account for any transaction in a
Participant’s separate account at the transfer agent, broker or custodian at which such account is held. In no event will the Company’s assent or deemed assent to any such account relieve the Trustee from liability for any claims
concerning such statements if such relief would violate Section 410(a) of ERISA or where the basis for an objection is not discoverable as a result of a reasonable review of the account statement.
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(b) The Company shall have the right, at its own expense and with reasonable prior written notice
to the Trustee, to inspect the Trustee’s books and records directly relating to the Trust during normal business hours or to designate an accountant to make such inspection.
SECTION 8. Responsibility of the Trustee.
(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in
like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. However, the Trustee shall incur no liability to any person for (1) any action taken pursuant to a Grant
Schedule or a written direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust or (2) a failure to obtain the lowest price for and best execution of any one or
more purchases of Shares for the Trust (except with respect to a purchase the price for which is not in accordance with the conditions set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of
Shares. Otherwise, the Trustee shall be liable only for its negligence, misconduct, lack of good faith or breach of its duties under this Agreement. In the event of a dispute between the Company and a party, the Trustee may apply to a court of
competent jurisdiction to resolve the dispute.
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(b) The Company shall indemnify and hold harmless the Trustee from and against all damages,
losses, obligations, liabilities, liens, deficiencies, penalties, fines, costs, and expenses, including without limitation, reasonable counsel fees and expenses in connection with a breach of confidentiality by the Company or third party claims
and/or in connection with a successful defense of claims asserted by the Company, relating to or arising out of any act or failure to act by the Trustee under this Agreement, except to the extent resulting from the Trustee’s negligence,
misconduct, lack of good faith, failure to comply with applicable law and regulations, failure to meet its standard of care or other breach of the Trustee’s duties under this Agreement (provided that for this purpose, a breach of the
Trustee’s duties shall not include a failure to obtain the lowest price for and best execution of any one or more purchases of Shares for the Trust (except with respect to a purchase the price for which is not in accordance with the conditions
set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of Shares). The Trustee shall indemnify and hold harmless the Company from and against all damages, losses, obligations, liabilities, liens, deficiencies,
penalties, fines, costs, and expenses, including without limitation, reasonable attorney’s fees and expenses, in connection with third party claims relating to or arising out of the Trustee’s negligence, misconduct, lack of good faith,
breach of confidentiality (including a breach by the Trustee’s employees and agents), failure to comply with applicable law and regulations, failure to meet its standard of care or other breach of the Trustee’s duties under this Agreement
(provided that for this purpose, a breach of the Trustee’s duties shall not include a failure to obtain the lowest price for and best execution of any one or more purchases of Shares for the Trust (except with respect to a purchase the price
for which is not in accordance with the conditions set forth in Rule 10b-18), or the highest price and best execution of any one or more sales of Shares). This provision shall survive the termination of this Agreement.
(c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or
obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or obligations hereunder.
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(e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable
law, unless expressly provided otherwise herein.
(f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement
or by applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Code.
(g) The Trustee may hold any or all trust property in its own name, as Trustee, in the name of a
nominee or nominees or otherwise without indication of any trust, but in the event the same are held in its own name or in the name of a nominee or nominees, suitable indication is to be made upon the books and records of the Trustee that such
property so held is part of the trust property. The Trustee may keep trust property with a transfer agent, broker or dealer, depository or custodian and may keep trust property in book entry form.
(h) For Shares held in the Trust fund, the Trustee shall notify the Company or its designee of rights or discretionary corporate actions as
promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository. Absent actual receipt of such notice, the Trustee shall have no
liability for failing to so notify the Company. The Trustee may vote directly and give discretionary or other proxies for voting securities other than Shares or other securities comprising Share Proceeds.
(i) The Trustee may execute securities transactions through any broker or dealer.
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SECTION 9. Confidentiality and Personal Data
(a) Except as otherwise provided below, the Trustee and the Company agree that all information supplied by one party and its affiliates and
agents (collectively, the “Disclosing Party”) to the other (“Receiving Party”) will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally
or unintentionally or marked as “confidential” or “proprietary” (“Confidential Information”). Confidential Information does not include any information or material to the extent any such information or material,
or any element thereof: (i) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement, obligation or duty known to the Receiving
Party; (ii) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party; (iii) has been or is hereafter rightfully received by the Receiving Party from a third person (other than
the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party which restriction or breach of duty is known to the Receiving Party; or (iv) has been independently developed by the
Receiving Party without access to Confidential Information of the Disclosing Party. It will be presumed that any Confidential Information in a Receiving Party’s possession is not within exceptions (ii, (iii) or (iv) above, and the
burden will be upon the Receiving Party to prove otherwise by records and documentation. Each party recognizes the importance of the others’ Confidential Information. In particular, each party recognizes and agrees that the Confidential
Information of the others’ is critical to their respective businesses and that the parties would not enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 9(a)
and elsewhere in this Agreement. Accordingly, each party agrees as follows: (x) the Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely
for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own
Confidential Information of a like importance, which shall not be less than the standard of care imposed by applicable laws and regulations relating to the protection of such information and, in the absence of any legally imposed standard of care,
the standard shall be that of a reasonable person under the circumstances; (y) the Receiving Party may disclose or provide access to its responsible employees who have a need to know and may make copies of Confidential Information only to the
extent reasonably necessary to carry out its obligations hereunder; and (z) the Receiving Party currently has, and for so long as it possesses Confidential Information of the Disclosing Party, it will maintain in effect and enforce, rules and
policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents (including vendors,
sub-vendors and sub-trustees) who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement to ensure that such employees and agents (including vendors, sub-vendors and sub-trustees) protect the
confidentiality of Confidential Information. The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of
its Confidential Information.
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(b) In connection with this Agreement and performance of the services hereunder, the Trustee may
be provided or obtain, from the Company or other third party service provider designated by the Company, Personal Data, as defined below, pertaining to the Company’s current and former employees. For purposes of this Agreement,
“Personal Data” shall mean any information relating to an identified or identifiable individual. Without limiting any other obligation with respect to the treatment of information specified in this Agreement, and in particular the
confidentiality provisions of Section 9(a) above, the Trustee will not use or otherwise retain any Personal Data in any manner and will not disclose, distribute, sell, share, rent or otherwise transfer any Personal Data to any third party,
except as expressly required to perform its obligations in this Agreement or any other applicable agreement between the Company and the Trustee or affiliate of the Trustee. The Trustee agrees, to the extent that it holds or otherwise has access to
Personal Data of the Company’s personnel, to establish, maintain and update reasonably effective policies and procedures (including physical security procedures) with respect to its access, use, and possession of Personal Data of the
Company’s personnel that are at least equal to industry standards for such types of locations, and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or
unauthorized disclosure or access of such information. The Trustee further agrees that such policies and procedures are designed to detect, prevent and mitigate the risk of identity theft, and the Trustee shall promptly notify and report to the
Company any instances where the Trustee detects identity theft or potential identity theft. Further, upon the Company’s determination that an unauthorized access to or misuse of Personal Data has occurred or is reasonably possible, the Trustee
shall fully cooperate with the Company in rectifying any unauthorized access or misuse, including (where determined appropriate) notifying all affected Company personnel. The Company and the Trustee shall determine the content and means of delivery
of such notice. The Trustee will bear all costs and expenses incurred as a result of unauthorized access to or misuse of Personal Data caused by the Trustee including, but not limited to, the administrative cost of opening and closing accounts,
notice, print and mailing costs, and the costs of obtaining credit monitoring services and identity theft insurance for Company personnel whose Personal Data has or may have been compromised.
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(c) To the extent required by applicable law or by lawful order or requirement of a court or
governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, subject to the following conditions: as soon as possible
after becoming aware of such law, order or requirement and prior to disclosing Confidential Information pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible and using its best efforts, the Receiving
Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure, provided such disclosure to the Receiving Party is not prohibited by law, court order or governmental authority. The Receiving
Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent
disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide reasonable assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled
disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed.
(d) On the Company’s written request or upon expiration or termination of this Agreement for any reason, the Trustee will promptly:
(i) return or destroy, at the Company’s option, all originals and copies of all documents and materials it has received containing the Company’s Confidential and Personal Information; and (ii) deliver or destroy, at the
Company’s option, all originals and copies of all summaries, records, descriptions, and other documents or materials, whether in writing or in machine-readable form, prepared by the Trustee, prepared under its direction, or at its request from
the documents and materials referred to in subparagraph (i), and on a best efforts basis provide a notarized written statement to the Company certifying that all documents and materials referred to in subparagraphs (i) and (ii) have been
delivered to the Company or destroyed, as requested by the Company. Any information not so returned or destroyed shall be retained subject to the requirement to maintain confidentiality with respect to such information indefinitely. On termination
or expiration of this Agreement, the Company shall return or destroy all Trustee Confidential Information, at the Trustee’s option. Notwithstanding the foregoing, each party may retain a copy of the other party’s Confidential Information
pursuant to the Receiving Party’s document retention policies and procedures and may otherwise retain a copy of the other party’s Confidential Information as required by the statutory and regulatory requirements applicable to such party.
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(e) The Trustee and the Company acknowledge and agree that due to the unique nature of
Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow either party or third parties to unfairly compete with the other resulting in
irreparable harm to such party, and therefore, that upon any such breach or any threat thereof, each will be entitled to appropriate equitable remedies, and may seek injunctive relief from a court of competent jurisdiction without the necessity of
proving actual loss, in addition to whatever remedies either of them might have at law or equity.
SECTION 10. Compensation and Expenses of the
Trustee.
The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses. If not so paid, upon
fifteen (15) days advance written notice to the Company, the fees and expenses shall be paid from the Trust.
SECTION 11. Resignation and Removal
of the Trustee.
(a) The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days
after receipt of such notice unless the Company and the Trustee agree otherwise.
(b) The Trustee may be removed by the Company on thirty
(30) days notice or upon shorter notice accepted by the Trustee.
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(c) Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets
shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. At the option of the
Company, the Trustee hereby agrees that upon such resignation or removal, the Trustee shall use its best efforts to facilitate the transfer of such assets to the successor trustee. The Trustee shall not be paid any amounts due to the Trustee under
this Agreement at the time of such resignation or removal unless the Trustee facilitates in such transfer and until all of such assets have been transferred accordingly to the successor trustee.
(d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of
resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the
Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
SECTION 12. Appointment of Successor.
(a) If the Trustee resigns or is removed in accordance with Section 11(a) or 11(b) hereof, the Company shall appoint an entity that holds
appropriate trust powers under federal or state law as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.
(b) The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets,
subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or
from any other past event or any condition existing at the time it becomes the successor trustee.
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SECTION 13. Amendment or Termination.
(a) This Trust Agreement may be amended only by a written instrument executed by the Trustee and the Company.
(b) The Company may terminate the Trust by notice to the Trustee at any time; provided, however, that the Company may not terminate the Trust
when there are any Participants who have a right, whether vested or unvested, to receive Shares (or cash or other property in respect thereof) then held in the Trust pursuant to the terms of an outstanding RSU. Upon termination of the Trust, whether
as provided hereunder or by operation of law, the Trustee shall dispose of the remaining Shares, if any, on the open market in accordance with applicable law, and remit the proceeds of such sales, together with any other remaining Share Proceeds, to
a foundation or other organization established for charitable purposes as shall be designated in a notice by the Company, provided that the Company shall have no right or power to direct the Trustee to, and in no event shall the Trustee, deliver the
Shares or the Share Proceeds to the Company or any subsidiary thereof. The Trustee shall dispose of or remit to the Company any other assets not comprising Shares or Share Proceeds in accordance with the directions of the Company.
SECTION 14. Notices.
Any notice,
direction, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the recipient,
or, if not, then on the next business day, or (d) on the fifth business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:
If to the Company, to:
Chief
Human Resources Officer
MUFG Americas Holdings Corporation
400 California Street, 18th Floor
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San Francisco, California 94104
Facsimile: (415) 765-2242
With a required copy to:
Legal
Department for the Americas
MUFG Americas Holdings Corporation
1251 Avenue of the Americas
New
York, New York 10020-1104
Facsimile: (212) 782-6420
If to the Trustee, to:
RBC
Trust Company (Delaware) Ltd
Attn: Elizabeth Snyder
Post Office Box 15627
Wilmington, DE 19850
or to such other address
or to the attention of such person or persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain).
If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.
SECTION 15.
Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such
prohibition, without invalidating the remaining provisions hereof.
(b) Benefits payable to Participants under this Trust Agreement may
not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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(d) Any action required to be taken by the Company shall be by the Chief Human Resources Officer
of the Company and/or resolution of the Human Capital Committee of the Board of Directors of the Company, or its subcommittees as appropriate, or by written direction of one or more of the following officers of the Company:
Head of Total Rewards
(e) The
receipt by a payee with respect to each payment of principal or income of the trust to such payee made in any manner specified in this instrument shall be a full discharge of the Trustee which shall not in any event be responsible for the subsequent
application of any such payment. No one dealing with the Trustee shall be obliged to see to the application of money paid or property delivered to the Trustee or upon its order or to inquire into the necessity or propriety of the Trustee’s
exercising any of the powers conferred herein upon it, or to determine the existence of any fact upon which the Trustee’s power to perform any act hereunder may be conditioned. The Trustee shall not be required to give any bond or surety.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this instrument has been executed as of the day and year first above written.
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| ATTEST: |
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MUFG AMERICAS HOLDINGS CORPORATION |
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By: |
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Annemieke van der Werff |
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Title: |
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Chief Human Resources Officer |
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RBC TRUST COMPANY (DELAWARE) LIMITED |
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By: |
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Ann J. Balback |
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Title: |
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Senior Trust Officer |
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By: |
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Rebecca Gallatin |
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Title: |
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Trust Officer |
Exhibit 4.7
MUFG AMERICAS HOLDINGS CORPORATION STOCK BONUS PLAN
RESTRICTED SHARE UNIT AGREEMENT
This
Restricted Share Unit Agreement (this “Agreement”) is made between MUFG Americas Holdings Corporation (the “Company”), and Participant as of the Award Date (the “Award Date”) as set forth on the
Restricted Share Unit Award Notice (the “Award Notice”) available from the UBS One Source website. Capitalized terms not defined herein will have the same meaning as such terms are defined in the MUFG Americas Holdings Corporation
Stock Bonus Plan (the “Plan”).
WITNESSETH:
WHEREAS, the Company has adopted the Plan authorizing the grant of American Depositary Receipts representing American Depositary Shares (the
“Shares”), which represent shares of common stock of the Company’s parent company, Mitsubishi UFJ Financial Group, Inc., a Japanese corporation (“MUFG”), to eligible employees of the Company and its Affiliates
in connection with the performance of services for the Company and/or its Affiliates;
WHEREAS, the Company has determined that it would be to the
advantage and interest of the Company and/or Affiliate to grant Shares to Participant pursuant to the restricted share units (the “Restricted Share Units”) provided for in this Agreement, subject to restrictions, as an inducement to
remain in the service of the Company and/or Affiliate and as an incentive for increased efforts during such service;
WHEREAS, the Shares subject to the
Restricted Share Units will be transferred to Participant from a trust established and funded by the Company (the “Trust”) for the purpose of acquiring Shares for transfer to eligible employees pursuant to the Plan; and
WHEREAS, the Plan is administered by the Human Capital Committee of the Company and MUFG Union Bank, N.A., or the person or persons to which it has delegated
its authority (the “Administrator”), and is incorporated in this Agreement by reference and made a part of it;
NOW, THEREFORE, in
consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:
| 1. |
Restricted Share Unit Award. As of the Award Date, the Company hereby grants to Participant the number of Restricted Share Units as set forth in the Award Notice. Each Restricted Share Unit represents the right
to receive one Share, subject to the vesting and other terms and conditions set forth in this Agreement. |
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(a) |
Subject to the terms of this Agreement (including, without limitation, the Clawback and Recoupment provisions under Section 20, which impose further conditions on the Participant’s eligibility to earn the
Shares subject to this Award), Participant’s interest in the Restricted Share Units awarded under Section 1 will become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units will
vest on each one year anniversary of the Award Date such that all of the Restricted Share Units will be fully vested after three (3) years from the Award Date so long as Participant remains a bona fide employee of the Company or its Affiliates
(“Employment”), except as provided in subparagraphs (c) and (d) below. Upon vesting, the American Depositary Receipts representing the Shares subject to the vested Restricted Share Units will be delivered to Participant
from the Trust, provided the withholding requirements of Section 6 have been satisfied. |
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(b) |
If Participant’s Employment is terminated for any reason, then, except as otherwise provided in subparagraphs (c) or (d), all Restricted Share Units to the extent not yet vested under subparagraph (a) on
the date Participant ceases Employment will be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. |
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(c) |
If Participant’s Employment terminates by reason of death or Disability (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder will become fully vested and nonforfeitable as
of the date of termination of Employment. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the Company’s or Affiliate’s long-term disability
plan as applicable to Participant at such time; provided, however, that such disability meets the requirements of Treasury Regulation Section 1.409A-3(i)(4). |
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(d) |
If Participant’s Employment terminates by reason of Retirement (as defined below) or terminates with eligibility for Company or Affiliate severance benefits (including Participant’s voluntary termination of
Employment through an early retirement window program or similar program), then Participant’s interest in all Restricted Share Units awarded hereunder will become fully vested and nonforfeitable as of the date of such termination of Employment.
For purposes of this Agreement, “Retirement” means termination of Employment on or after the date that the Participant’s age is at least sixty (60) and the number of years of Participant’s continuous service with the
Company and/or any of its Affiliates is at least ten (10), and “continuous service” means that Participant was either (i) continuously employed at the Company or any one of its Affiliates for the relevant period at such Company
or Affiliate or (ii) continuously employed at the Company and/or any one or combination of its Affiliates during such period but only if each transfer in Participant’s employment between a Company and Affiliate or between any Affiliates
during the relevant period constituted a Sponsored Transfer (as defined below). |
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(e) |
If Participant is on an approved leave of absence from the Company or Affiliate because of disability, or for the purpose of serving the government of the country in which the principal place of employment of
Participant is located, either in a military or civilian capacity, or for such other purpose or reason as the Administrator may approve, Participant will not be deemed during the period of such absence, by virtue of such absence alone, to have
terminated Employment except as the Administrator may otherwise expressly provide. |
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(f) |
If the Company (or Affiliate) transfers Participant’s employment to an Affiliate (or to the Company), whether initiated by Participant or Participant’s employer (such transfer referred to herein as a
“Sponsored Transfer”), then, to the extent any Restricted Share Units have not vested pursuant to subparagraph (a) on such transfer date, Participant’s interest in such Restricted Share Units will continue to vest as
provided herein. However, if Participant terminates employment with the Company (or Affiliate) and becomes an Employee of another Affiliate, then, unless otherwise provided by the Administrator in writing, all Restricted Share Units to the extent
not yet vested under subparagraph (a) on the date Participant ceases such employment will be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Vesting will also terminate if the Affiliate
that employs Participant terminates its status as an Affiliate, unless otherwise provided by the Administrator in writing. |
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(g) |
Upon a merger or other corporate transaction or event affecting the Shares, the Restricted Share Units will be subject to the provisions of Article 7 of the Plan. |
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(h) |
The Administrator may, in its sole discretion, accelerate the vesting of some or all of the Restricted Share Units under such circumstances as it may determine to be appropriate. |
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(i) |
Any vesting acceleration of a Restricted Share Unit that is not exempt from Section 409A of the Code (including Restricted Share Units held by Retirement-eligible Participants) pursuant to subsections (d), (e),
(g) or (h) of this Section 2 is intended to be administered consistent with the applicable requirements of Section 409A of the Code. |
| 3. |
Limitations on Rights Associated with Restricted Share Units. Participant’s Restricted Share Units (including any dividend equivalents as provided below) will be credited to a memorandum account on the books
of the Company (“Restricted Share Unit Account”). The Restricted Share Units credited to a Participant’s Restricted Share Unit Account will be used solely as a device for the determination of cash or the number of Shares to be
delivered to Participant under the Plan pursuant to Section 5 hereof. The Restricted Share Units will not be treated as property or as a trust fund of any kind. The number of Restricted Share Units credited (and the number of Shares or other
securities of MUFG, or the number and kind of other securities or other property, to which Participant is entitled upon settlement of the Restricted Stock Units under this Agreement) will be subject to adjustment in accordance with Article 7 of the
Plan. This Agreement will create only a contractual obligation on the part of the Company as to such amounts and will not be construed as creating a trust. The Plan, in and of itself, has no assets. Until the Shares are required to be delivered to
Participant under the terms of the Plan, a Participant will have rights no greater than those of a general unsecured creditor of the Company with respect to any amounts credited on behalf of Participant. |
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| 4. |
No Rights as a Stockholder. Participant will have no voting, dividend or other stockholder rights with respect to Restricted Share Units granted or credited under the Plan unless and until Shares are vested and
delivered to Participant. However, Participant will have the right to receive dividend equivalent payments with respect to the Restricted Share Units as provided in the Plan, subject to the tax provisions set forth under Sections 6 and 7 of this
Agreement. |
| 5. |
Delivery of Shares. The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share
Unit becomes vested or as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares will be settled in cash. Participant will have all rights of a stockholder with respect to the
Shares delivered hereunder. Participant hereby represents that Participant is acquiring the Shares issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant’s
interest in the Shares with any other person. Participant acknowledges that the Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is
not in the United States. Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to
maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or
for the account of any “subsidiary” (as defined under applicable Japanese law) of MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or the underlying ordinary shares may not exist in the United States
when the Shares are required to be delivered as a result of MUFG electing to delist or deregister the Shares, the American Depositary Receipts or the underlying ordinary shares in the United States or otherwise; that, as a result of any change or
prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to MUFG (including any change associated with the application of International Financial Reporting
Standards to MUFG), the Trust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the Administrator reserves the right to take such actions as it deems appropriate in light of any future
circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. Participant further acknowledges that MUFG may be considered a “passive foreign
investment company” (PFIC) under U.S. federal income tax laws, as a result of which special adverse U.S. federal income tax rules could apply to the Participant for any taxable year during which the Participant holds the Shares. Participants
are urged to consult their own tax advisors with respect to the tax consequences to them if MUFG were to be a PFIC for any taxable year in which the Participant owns the Shares, and Participant acknowledges that Participant is not relying on the
Company or any of its Affiliates for any tax advice. Participant further acknowledges that the Company, in its sole discretion, may deliver cash in lieu of Shares in respect of the Restricted Share Units, but is under no obligation to do so.
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| 6. |
Tax Withholding. The Company or its Affiliate will have the right to deduct from any delivery of Shares or other payments hereunder the amount of any federal, state, local or foreign taxes required by law to be
withheld, or to make other arrangements for the satisfaction of any withholding tax obligations that arise in connection with the Award. Participant authorizes the Company or its Affiliate to satisfy all withholding tax obligations from
Participant’s wages or other cash compensation payable to Participant by the Company or its Affiliate. The Company will not be required to deliver any Shares or make any cash payment under this Agreement until such withholding tax obligations
are satisfied. |
| 7. |
Section 409A. If a delivery of Shares or other payment subject to Section 409A of the Code is due upon termination of employment pursuant to this Agreement, a “termination of employment” will
be interpreted to mean a “separation from service” which qualifies as a permitted payment event under Section 409A of the Code. In addition, if the Company determines that Participant is a “specified employee” (as defined
under Section 409A of the Code) at the time of such separation from service, delivery will be made on the first business day that is more than six months and one day following the separation from service (or if earlier, Participant’s
death) if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. |
| 8. |
No Effect on Terms of Employment. Nothing in this Agreement will affect the Company’s Employment at Will Policy, or otherwise the right of the Company (or Affiliate which employs Participant) to terminate or
change the terms of employment of Participant at any time and for any reason, with or without cause. |
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(a) |
Beneficiary Designation. Upon forms provided by and subject to conditions imposed by the Administrator, Participant may designate in writing the Beneficiary or Beneficiaries (as defined below) whom such
Participant desires to receive any amounts payable under this Agreement after his or her death. A Beneficiary designation must be signed and dated by Participant and delivered to the Administrator to become effective. The Company and the
Administrator may rely on Participant’s designation of a Beneficiary or Beneficiaries last filed in accordance with this Agreement. |
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(b) |
Definition of Beneficiary. Participant’s “Beneficiary” or “Beneficiaries” will be the person(s) designated in writing by Participant to receive his or her benefits under
this Agreement if Participant dies before receiving all of his or her benefits. In the absence of a valid or effective Beneficiary designation, Participant’s surviving spouse will be the Beneficiary or if there is none, the Beneficiary will be
Participant’s estate. |
| 10. |
Restrictions on Transfer. Neither the Restricted Share Units, nor any interest therein, nor amount payable or Shares deliverable in respect thereof, may be sold, assigned, transferred, pledged, or otherwise
disposed of, alienated, or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution, and in the event thereof, the Administrator at its election may terminate the Restricted Share Units and this
Agreement, and Participant (or its prohibited transferee(s)) will forfeit all rights related thereto. Shares issued upon settlement of a Restricted Share Unit will be subject to: (i) such restrictions on transfer as may be necessary or
advisable, in the opinion of legal counsel to the Company, to assure compliance with applicable state and federal securities laws, and (ii) any Company policies concerning blackout periods, trading windows, pre-clearance rules or other
applicable trading restrictions and/or requirements. |
| 11. |
No Effect on Other Plans. The Shares transferred pursuant to this Agreement will not affect participation in, or the computation of benefits under, any other employee benefit plan of the Company or its
Affiliates. For purposes of any bonus or incentive program for which Participant is eligible and for purposes of any employee benefit plans, to the extent permitted by applicable laws and by pertinent provisions of such plans, the Company or its
Affiliates will disregard any Shares and any other benefits received by Participant under this Agreement. |
| 12. |
Notice. Any notice or other document required to be given or sent pursuant to the terms of this Agreement will be sufficiently given or served hereunder to any party when transmitted by registered or certified
mail, postage prepaid, addressed to the party to be served as follows: |
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| Company: |
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Chief Human Resources Officer |
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MUFG Union Bank, N.A. |
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400 California Street, 18th Floor |
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San Francisco, CA 94104 |
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| Participant: |
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At Participant’s mail or electronic mail address in the Company’s or relevant Affiliate’s files, to such other address as Participant may specify in writing to the Company or relevant Affiliate or to the
Participant’s account under the online administration website (if any) that may be maintained for the Plan from time to time. |
Any party may designate another address for receipt of notices so long as notice is given in accordance
with this paragraph.
6
Participant agrees to accept by e-mail all documents relating to the Plan and Participant’s
awards under the Plan. Participant also agrees that the Company or Administrator may deliver these documents by posting them on a Plan website. Participant acknowledges that there may be costs in connection with electronic delivery, including the
cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with Participant’s ability to access the documents.
| 13. |
Administrator Decisions Conclusive. All decisions, determinations and interpretations of the Administrator arising under the Plan or under this Agreement will be conclusive and binding on all parties.
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| 14. |
Mandatory Arbitration. Any dispute arising out of or relating to this Agreement or the Award Notice, including its meaning or interpretation, will be resolved solely by arbitration before an arbitrator selected
in accordance with the rules of the American Arbitration Association. The location for the arbitration will be in New York, NY. Judgment on the award rendered may be entered in any court having jurisdiction. The Company will be responsible for
paying any filing fee and the fees and costs of the arbitrator and administration of the arbitration. Other than the costs of the arbitrator and administration of the arbitration, each party will initially pay for its own costs and attorneys’
fees. However, the arbitrator will determine which party is the prevailing party and will have the power to award recovery to such prevailing party of all costs (other than the costs of the arbitrator and administration of the arbitration) and
attorneys’ fees, including attorneys’ fees and a reasonable allocation for the costs of the Company’s in-house counsel, applying the same standards a court would apply under the law applicable. All statutes of limitation which would
otherwise be applicable will apply to any arbitration proceeding under this paragraph. The provisions of this paragraph are intended by Participant and the Company to be exclusive for all purposes and applicable to any and all disputes arising out
of or relating to this Agreement and the Award Notice. The arbitrator who hears and decides any dispute will have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages,
and will not have jurisdiction and authority to make any other award of any type, including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of
damages. The remedy, if any, awarded by the arbitrator will be the sole and exclusive remedy for any dispute which is subject to arbitration under this paragraph. |
| 15. |
Successors. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. Unless otherwise
provided herein or under the Plan, Participant may not assign his or her rights under this Agreement or the Plan without the written consent of the Company. The Company may assign the Plan and this Agreement to a successor entity pursuant to a
Business Combination. Nothing contained in the Plan or this Agreement will be interpreted as imposing any liability on the Company, the Administrator, any Affiliate or the Trust in favor of any Participant or any purchaser or other transferee of
Shares with respect to any loss, cost or expense which such Participant, purchaser or transferee may incur in connection with, or arising out of any transaction involving any Shares subject to the Plan or this Agreement. |
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| 16. |
Integration. The terms of the Plan, this Agreement and the Award Notice are intended by the Company and Participant to be the final expression of their contract with respect to the Shares and other amounts
received under the Plan and may not be contradicted by evidence of any prior or contemporaneous agreement. The Company and Participant further intend that the Plan, this Agreement and the Award Notice will constitute the complete and exclusive
statement of their terms and that no extrinsic evidence whatsoever may be introduced in any arbitration, judicial, administrative or other legal proceeding involving the Plan, this Agreement or the Award Notice. Accordingly, the Plan, this Agreement
and the Award Notice contain the entire understanding between the parties and supersede all prior oral, written and implied agreements, understandings, commitments and practices among the parties. In the event of any conflict among the provisions
(including defined terms) of the Plan, this Agreement and the Award Notice, the Plan will prevail. The Company and Participant will have the right to amend this Agreement in writing as they mutually agree in writing. |
| 17. |
Waivers. Any failure to enforce any terms or conditions of the Plan, this Agreement or the Award Notice by the Company or by Participant will not be deemed a waiver of that term or condition, nor will any waiver
or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. |
| 18. |
Severability of Provisions. If any provision of the Plan, this Agreement or the Award Notice will be held invalid or unenforceable, such invalidity or unenforceability will not affect any other provision thereof;
and the Plan, this Agreement and the Award Notice will be construed and enforced as if neither of them included such provision. |
| 19. |
New York Law. The Plan, this Agreement and the Award Notice will be construed and enforced according to the laws of the State of New York to the extent not preempted by the federal laws of the United States of
America. |
| 20. |
Clawback and Recoupment. Notwithstanding any provision and in addition to any right the Company and/or its Affiliates may have under law or under this Agreement: |
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(a) |
If Participant engages in Detrimental Conduct (as defined below), is terminated for Cause or is employed during a time when the Company or its Affiliates experience a significant financial loss (as determined by the
Administrator consistent with applicable rules and regulations), then the Administrator may determine in its sole discretion that Participant has failed to earn and has accordingly forfeited all or a portion of the Restricted Share Units and the
Shares issued pursuant thereto (notwithstanding the vesting of any such Restricted Share Units), and the Company or its Affiliates may cancel, recover or demand reimbursement from Participant for, |
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(i) |
in the case of Detrimental Conduct or termination for Cause, all or a portion of the Restricted Share Units to the extent not vested and/or all or a portion of the Shares awarded to Participant pursuant to this
Agreement that would not have been awarded or vested had the existence of the Detrimental Conduct or the basis for termination for Cause been known at the time of award or vesting; and |
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(ii) |
in the case of a significant financial loss, all or a portion of the Restricted Share Units to the extent not yet vested. |
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(b) |
In determining the portion of the Restricted Share Units or Shares that may be forfeited, recovered or recouped pursuant to this Section 20, the Administrator may consider such factors it deems relevant, including,
but not limited to, the magnitude of the loss incurred by the Company, its Affiliates or clients; the Participant’s relative accountability for the decisions, actions or inaction that may have contributed to the loss; the personal gain by
Participant; the professional standard of care for the position held by Participant; Participant’s position, role or responsibilities at the time; Participant’s overall performance; and any applicable rules, regulations, governmental
agency guidance or stock exchange listing standards. |
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(c) |
For the purposes of this Agreement, “Detrimental Conduct” means any act that gives rise or would give rise to a termination for Cause; and “Cause” means, based on the sole determination
of the Administrator, (i) gross negligence, willful misconduct or unlawful conduct in the performance of Participant’s duties to the Company or its Affiliates; (ii) violation or disregard of applicable policies of the Company and its
Affiliates, and in particular any violation of any policy pertaining to risk management or business ethics, it being the firm intention of the Company and its Affiliates to foster and maintain a strong culture of ethics by vigorously enforcing its
policies intended to prohibit unethical or inappropriate business conduct by its employees; (iii) commission of any act of fraud or dishonesty, including, without limitation, the falsification of records, with respect to the Company or its
Affiliates; (iv) breach of Participant’s contractual or fiduciary duties to the Company, its Affiliates or a client thereof; (v) conviction of a felony or a crime involving moral turpitude; (vi) any act or omission by Participant
that results or is intended to result in unlawful or improper personal gain at the expense of the Company, its Affiliates or a client thereof; (vii) the unlawful or improper disclosure by Participant of proprietary, privileged or confidential
information of the Company, its Affiliates or a client thereof; or (viii) otherwise causing material harm to the standing and reputation of the Company or its Affiliates. |
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(d) |
If the Administrator determines that the Shares must be recovered from Participant after delivery thereof pursuant to any provision of this Section 20, Participant shall return such Shares or pay or reimburse the
Company in an amount equal to the fair market value of the Shares when delivered (including such amounts withheld to pay withholding taxes), notwithstanding (i) any lapse of transfer restrictions (if any) related the Shares, (ii) whether
such Participant is still employed with the Company or any of its Affiliates at the time of recovery, or (iii) whether cash payment was made by the Company to Participant in lieu of delivering Shares (or a fraction thereof) at the time of
vesting. |
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(e) |
In addition to the foregoing, this award is subject to the applicable requirements of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 regarding employee incentive compensation and recovery
of awarded compensation, including any applicable existing or future rules and regulations adopted by any governmental agency thereunder, (ii) similar rules under the laws of any other applicable jurisdiction and (iii) any policies adopted
by the Company or its Affiliates to implement such requirements, all to the extent determined by the Administrator in its discretion to be applicable to Participant and all without further consent of Participant, Participant’s consent being
given by acceptance of the Award Notice. |
By accepting the Award Notice on the UBS One Source website, Participant accepts the terms of the
Plan and this Restricted Share Unit Agreement. Participant also hereby acknowledges receipt of a copy of the Plan and the MUFG Americas Holdings Corporation Stock Bonus Plan Restricted Share Prospectus.
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| MUFG AMERICAS HOLDINGS CORPORATION |
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| By: |
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Title: |
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Chief Human Resources Officer |
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MUFG Union Bank, N.A. |
10
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 dated June 10, 2015 of our reports dated July 18, 2014, relating to
the consolidated balance sheets of Mitsubishi UFJ Financial Group, Inc. (“MUFG”) and subsidiaries (together, the “MUFG Group”) as of March 31, 2013 and 2014, and the related consolidated statements of income, comprehensive
income, equity and cash flows for each of the three years in the period ended March 31, 2014 and the effectiveness of the MUFG Group’s internal control over financial reporting as of March 31, 2014, appearing in the Annual Report on Form 20-F
of MUFG for the year ended March 31, 2014.
/s/ Deloitte Touche Tohmatsu LLC
Tokyo, Japan
June 10, 2015
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