Exhibit 10(b)
Amendment to Amended and Restated Wachovia Corporation 2003
Stock Incentive Plan
Effective February 24, 2009, the Amended
and Restated Wachovia Corporation 2003 Stock Incentive Plan is
amended as follows:
1. Section 3(f) of the Plan
is amended in its entirety to read as follows:
“Prior to
January 1, 2009 and for purposes of all Awards granted under
the Plan prior to that date, “Board” means the Board of
Directors of Wachovia. As of January 1, 2009,
“Board” means the Board of Directors of Wells Fargo, as
successor by merger to Wachovia.”
2. Section 3(i) of the Plan
is amended in its entirety to read as follows:
“Prior to
January 1, 2009 and for purposes of all Awards granted under
the Plan prior to that date, “Committee” means the
Management Resources & Compensation Committee of the Board or
such other committee as is appointed by the Board to administer the
Plan. As of January 1 2009, “Committee” means the Human
Resources Committee of the Board or such other committee as is
appointed by the Board to administer the Plan.”
3. Section 3(j) of the Plan
is amended in its entirety to read as follows:
“Prior to
January 1, 2009 and for purposes of all Awards granted under
the Plan prior to that date, “Corporation” means
(i) Wachovia and any entity that is directly or indirectly
controlled by Wachovia, or (ii) any entity in which Wachovia
has a significant equity interest, as determined by the Committee.
As of January 1, 2009, “Corporation” means
(i) Wells Fargo and any entity that is directly or indirectly
controlled by Wells Fargo, or (ii) any entity in which Wells
Fargo has a significant equity interest, as determined by the
Committee. Notwithstanding the immediately preceding sentence, for
purposes of determining the Employees of the Corporation eligible
to receive an Option or SAR pursuant to this Plan,
“Corporation” shall mean Wells Fargo and any
corporation or other entity in a chain of corporations or other
entities in which each corporation or other entity has a
controlling interest (within the meaning of U. S. Treasury
Regulation 1.409A-1(b)(5)(iii)(E)(1)) in another corporation or
other entity in the chain, beginning with a corporation or other
entity in which Wells Fargo has a controlling interest.”
4. Section 3(l) of the Plan
is amended in its entirety to read as follows:
““Disability”, with
respect to an Employee, means having received long-term disability
benefits under the Corporation’s Long-Term Disability Plan
(or successor thereto) for a period of 12 consecutive months or, if
an Employee is not a participant in such a Long-Term Disability
Plan, permanent disability as determined by the
Corporation.”
5. Section 3(o) of the Plan
is amended in its entirety to read as follows:
“Prior to
February 24, 2009 and with respect to Awards granted (as of
the Date of Grant or valuation date, as applicable) or exercised
(as of the date of exercise or valuation date, as applicable) prior
to that date, “Fair Market Value” means the closing
sales price of the Shares on the New York Stock Exchange Composite
Tape on the valuation date, or, if there were no sales on the
valuation date, the closing sales price on the New York Stock
Exchange Composite Tape on the first trading day before such
valuation date. As of February 24, 2009 and with respect to
any Awards granted prior to that date but exercised by a
Participant on or after that date (as of the date of exercise or
valuation date, as applicable), “Fair Market Value”
means the closing sales price of the Shares on the New York
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