LONG-TERM INCENTIVE COMPENSATION
PLAN
(as amended through April 28, 2009)
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1.
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Purpose . The purpose of Wells Fargo &
Company’s Long-Term Incentive Compensation Plan (the
“Plan”) is to motivate key employees and directors to
produce a superior return to the stockholders of Wells Fargo &
Company by offering them an opportunity to participate in
stockholder gains, by facilitating stock ownership and by rewarding
them for achieving a high level of corporate financial performance.
The Plan is also intended to facilitate recruiting and retaining
both talented executives for key positions and directors with
outstanding abilities and skills by providing an attractive capital
accumulation opportunity. The Plan was originally adopted on
September 25, 1984, last amended and restated effective
April 26, 2005 and subsequently amended effective
August 1, 2005, August 4, 2006, February 28, 2007,
and January 1, 2008. This amendment and restatement of the
Plan, which has been approved by the Board (as defined below)
subject to the approval of stockholders at the annual meeting of
stockholders scheduled for April 29, 2008, shall not apply
(and instead the terms of the Plan existing immediately prior to
the amendment and restatement that would be deemed a
“material modification” of such Award within the
meaning of Section 409A of the Code shall apply) to Awards
under the Plan that were both outstanding and vested as of
December 31, 2004 if and to the extent that the application of
the April 26, 2005 amendment and restatement or this amendment
and restatement would be deemed a “material
modification” of such Awards within the meaning of
Section 409A of the Code.
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2.1
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The
following terms, whenever used in this Plan, shall have the
meanings set forth below:
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(a)
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“Affiliate” means any
corporation or limited liability company, a majority of the voting
stock or membership interests of which is directly or indirectly
owned by the Company, and any partnership or joint venture
designated by the Committee in which any such corporation or
limited liability company is a partner or joint
venturer.
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(b)
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“Award” means a grant
made under this Plan in the form of Performance Shares, Restricted
Stock, Restricted Share Rights, Options, Performance Units, Stock
Appreciation Rights, or Stock Awards.
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(c)
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“Award Agreement” means
a written agreement or other communication evidencing the terms and
conditions of an Award in the form of either an agreement to be
executed by both the Participant and the Company (or an authorized
representative of the Company) or a certificate, notice, term sheet
or similar communication.
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(d)
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“Beneficiary” means the
person or persons determined in accordance with
Section 13.
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(e)
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“Board” means the Board
of Directors of the Company.
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(f)
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“Business Unit Net
Earnings” means the net earnings of the business unit of the
Company managed by a Participant, as determined in accordance with
generally accepted accounting principles, adjusted in accordance
with the Company’s management accounting practices and
conventions in effect at the beginning of the relevant performance
period, and as further adjusted in the same manner provided below
for Net Income.
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(g)
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“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and
the rulings and regulations issued thereunder.
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(h)
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“Committee,” unless
otherwise specified or another committee consisting of two or more
members is selected by the Board, means with respect to the Awards
to Employees, the Human Resources Committee of the Board and with
respect to the Awards to Directors, the Governance and Nominating
Committee of the Board.
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(i)
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“Director” means an
individual who both is a director of the Company and is not an
employee of the Company or an Affiliate.
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(j)
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“Company” means Wells
Fargo & Company, a Delaware corporation.
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(k)
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“Earnings Per Share”
means the Company’s diluted earnings per share as reported in
the Company’s consolidated financial statements for the
applicable performance period, adjusted in the same manner as
provided below for Net Income.
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(l)
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“Employee” means an
individual who is a common law employee (including an officer or
director who is also an employee) of the Company or an
Affiliate.
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(m)
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“Fair Market Value” as
of any date means, unless a different calculation measure is
specified by the Committee, that day’s closing sales price of
a Share on the New York Stock Exchange.
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(n)
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“Incentive Stock Option”
means any Option designated as such and granted in accordance with
the requirements of Section 422 of the Code.
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(o)
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“Net Income” shall mean
the Company’s net income for the applicable performance
period as reported in the Company’s consolidated financial
statements, adjusted to eliminate the effect of (i) losses
resulting from discontinued operations, (ii) extraordinary
gains or losses, (iii) the cumulative effect of changes in
generally accepted accounting principles, and (iv) any other
unusual or non-recurring gain or loss which is separately
identified and quantified.
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2
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(p)
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“Non-Qualified Stock
Option” means an Option other than an Incentive Stock
Option.
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(q)
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“Option” means a right
to purchase Stock.
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(r)
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“Participant” means a
person described in Section 5 designated by the Committee to
receive an Award under the Plan.
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(s)
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“Performance Cycle”
means the period of time of not fewer than one year nor more than
five years as specified by the Committee over which Performance
Shares or Performance Units are to be earned.
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(t)
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“Performance Shares”
means an Award made pursuant to Section 6 which entitles a
Participant to receive Shares, their cash equivalent, or a
combination thereof, based on the achievement of performance
targets during a Performance Cycle.
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(u)
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“Performance Units”
means an Award made pursuant to Section 6 which entitles a
Participant to receive cash, Stock, or a combination thereof, based
on the achievement of performance targets during a Performance
Cycle.
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(v)
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“Plan” means this
Long-Term Incentive Compensation Plan, as amended from time to
time.
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(w)
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“Qualifying Performance
Criteria” has the meaning set forth in
Section 17.2.
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(x)
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“Restricted Share Right”
means a grant under Section 9 of the right to receive a Share
subject to vesting and such other restrictions imposed pursuant to
said Section, together with dividend equivalents with respect to
such Share if and as so determined by the Committee.
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(y)
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“Restricted Stock” means
Stock granted under Section 7 that is subject to restrictions
imposed pursuant to said Section.
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(z)
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For
all Awards outstanding on November 2, 1998,
“Retirement” means retirement which would entitle a
Participant to a benefit under Section 6.1 or Section 6.2 of
the Norwest Corporation Pension Plan or under Section 4.1 or
Section 4.2 of the Norwest Financial Pension Plan if such
plans had remained in effect under their terms as of
November 2, 1998. For all Awards granted subsequent to
November 2, 1998, “Retirement” means termination
of employment after reaching the earlier of (i) age 55 with 10
completed years of service, or (ii) 80 points (with one point
credited for each completed age year and one point credited for
each completed year of service), or (iii) age 65. For purposes
of this definition, a Participant is credited with one year of
service after completion of each full 12-month
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period of
employment with the Company or an Affiliate as determined by the
Company or Affiliate.
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(aa)
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“Return on Realized Common
Equity” means the Net Income of the Company on an annualized
basis less dividends accrued on outstanding preferred stock,
divided by the Company’s average total common equity
excluding average accumulated comprehensive income as reported in
the Company’s consolidated financial statements for the
relevant performance period.
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(bb)
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“Share” means a share of
Stock.
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(cc)
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“Shorter Vesting Awards”
has the meaning set forth in Section 7.2.
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(dd)
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“Specified Employee”
means a Participant who is a “specified employee”
within the meaning of Treas. Reg. §1.409A-1(i), as determined
in a uniform manner by the Company or its duly authorized
representative for purposes of this Plan and all other nonqualified
deferred compensation plans maintained by the Company and its
affiliates.
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(ee)
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“Stock” means the common
stock, $1-2/3 par value per share, of the Company.
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(ff)
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“Stock Appreciation
Right” means a right awarded to a Participant pursuant to
Section 11 that entitles the Participant to receive, in cash,
Stock or a combination thereof, as determined by the Committee, an
amount equal to or otherwise based on the excess of (a) the
Fair Market Value of a Share at the time of exercise over
(b) the exercise price of the right, as established by the
Committee on the date the award is granted.
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(gg)
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“Stock Award” means an
award of Stock granted to a Participant pursuant to
Section 8.
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(hh)
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“Substitute Award” means
an Award granted in connection with a transaction in substitution,
exchange, conversion, adjustment, assumption or replacement of
awards previously granted by an entity acquired by the Company or
an Affiliate or with which the Company or an Affiliate merges or
otherwise combines.
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(ii)
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“Term” means the period
during which an Option or Stock Appreciation Right may be exercised
or the period during which the restrictions placed on a Restricted
Share Right or Restricted Stock are in effect.
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2.2
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Gender and Number
. Except when otherwise
indicated by context, reference to the masculine gender shall
include, when used, the feminine gender and any term used in the
singular shall also include the plural.
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3.1
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Administration of the
Plan . The
Plan shall be administered by the Committee. Any power of the
Committee may also be exercised by the Board, except to the extent
that the grant or exercise of such authority would cause any Award
or transaction to become subject to (or lose an exemption under)
the short-swing profit recovery provisions of Section 16 of
the Securities Exchange Act of 1934, as amended, or cause an Award
not to qualify for treatment as “performance based
compensation” under Section 162(m) of the Code. To the extent
that any permitted action taken by the Board conflicts with action
taken by the Committee, the Board action shall control. The
Committee may delegate any or all aspects of the day-to-day
administration of the Plan to one or more officers or employees of
the Company or any Affiliate, and/or to one or more
agents.
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3.2
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Powers of the Committee
. Subject to the express
provisions of this Plan, including, without limitation,
Section 28, the Committee shall be authorized and empowered to
take all actions that it determines to be necessary or appropriate
in connection with the administration of this Plan, including,
without limitation: (i) to prescribe, amend and rescind rules
and regulations relating to this Plan and to define terms not
otherwise defined herein; (ii) to determine which persons are
eligible to be granted Awards under Section 5, to which of
such persons, if any, Awards shall be granted hereunder and the
timing of any such Awards; (iii) to grant Awards to
Participants and determine the terms and conditions of Awards,
including the number of Shares subject to Awards, the exercise or
purchase price of such Shares, and the circumstances under which
Awards become exercisable or vested or are forfeited or expire,
which terms may but need not be conditioned upon the passage of
time, continued employment, the satisfaction of performance
criteria, the occurrence of certain events, or other factors;
(iv) to establish and certify the extent of satisfaction of
any performance goals or other conditions applicable to the grant,
issuance, exercisability, vesting and/or ability to retain any
Award; (v) to prescribe and amend the terms of Award
Agreements or other communications evidencing Awards made under
this Plan (which need not be identical) and the terms of or form of
any document or notice required to be delivered to the Company by
Participants under this Plan; (vi) to determine whether, and
the extent to which, adjustments are required pursuant to
Section 26; (vii) to interpret and construe this Plan,
any rules and regulations under this Plan, and the terms and
conditions of any Award granted hereunder, and to make exceptions
to any such provisions in good faith and for the benefit of the
Company; and (viii) to make all other determinations deemed
necessary or advisable for the administration of this
Plan.
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3.3
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Determinations by the
Committee .
All decisions, determinations and interpretations by the Committee
regarding the Plan, any rules and regulations under the Plan, and
the terms and conditions of or operation of any Award granted
hereunder, shall be final and binding on all Participants,
Beneficiaries, heirs, assigns or other persons holding or claiming
rights under the Plan or any Award. The Committee shall consider
such factors as it deems relevant, in its sole and
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absolute
discretion, to making such decisions, determinations and
interpretations including, without limitation, the recommendations
or advice of any officer or other employee of the Company and such
attorneys, consultants and accountants as it may select.
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4.
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Shares Available Under the Plan;
Limitation on Awards .
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4.1
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Aggregate Limits
. Subject to adjustment
as provided in Section 26, the aggregate number of Shares
issuable pursuant to all Awards under this Plan on or after
March 1, 2009 shall not exceed 609,869,835 Shares; provided
that each Share issued pursuant to Awards of Performance Shares,
Restricted Stock, Restricted Share Rights, Performance Units or
Stock Awards shall be counted against this limit as two (2) Shares.
The Shares issued pursuant to Awards granted under this Plan may
consist, in whole or in part, of authorized but unissued Stock or
treasury Stock not reserved for any other purpose.
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4.2
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Issuance of Shares
. For purposes of this
Section 4, the aggregate number of Shares available for Awards
under this Plan at any time shall not be reduced with respect to
Shares (the number determined consistent with the applicable Share
counting provisions of Section 4.1) attributable to Awards
that have been canceled, expired, forfeited or settled in cash.
Substitute Awards may be granted under this Plan and such
Substitute Awards shall not reduce the aggregate number of Shares
available for Awards under this Plan.
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4.3
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Tax Code Limits
. No Participant may be
awarded in any calendar year (i) Options or Stock Appreciation
Rights covering an aggregate of more than 14,000,000 Shares or
(ii) Awards other than Options or Stock Appreciation Rights
covering an aggregate of more than 4,000,000 Shares, which limits
shall be calculated and adjusted pursuant to Section 26 only
to the extent that such calculation or adjustment will not affect
the status of any Award theretofore issued or that may thereafter
be issued as “performance based compensation” under
Section 162(m) of the Code. The maximum amount payable pursuant to
that portion of a Performance Unit granted under this Plan in any
calendar year to any Participant that is intended to satisfy the
requirements for “performance based compensation” under
Section 162(m) of the Code shall be a dollar amount not to exceed
one-half of one percent (0.5%) of the Company’s Net Income
for that calendar year.
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5.
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Participation
. Participation in the
Plan shall be limited to Employees of the Company or an Affiliate
selected by the Committee and to Directors. Options intending to
qualify as Incentive Stock Options may only be granted to employees
of the Company or any subsidiary within the meaning of the Code.
Participation is entirely at the discretion of the Committee, and
is not automatically continued after an initial period of
participation.
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6.
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Performance Shares and Performance
Units . An
Award of Performance Shares or Performance Units under the Plan
shall entitle the Participant to future payments or Shares or a
combination thereof based upon the level of achievement with
respect to one
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or more
pre-established performance criteria (including Qualifying
Performance Criteria) established for a Performance
Cycle.
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6.1
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Amount of Award
. The Committee shall
establish a maximum amount of a Participant’s Award, which
amount shall be denominated in Shares in the case of Performance
Shares or in dollars in the case of Performance Units.
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6.2
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Communication of Award
. Each Award Agreement
evidencing an Award of Performance Shares or Performance Units
shall contain provisions regarding (i) the target and maximum
amount payable to the Participant pursuant to the Award,
(ii) the performance criteria and level of achievement versus
these criteria that shall determine the amount of such payment,
(iii) the Performance Cycle as to which performance shall be
measured for determining the amount of any payment, (iv) the
timing of any payment earned by virtue of performance,
(v) restrictions on the alienation or transfer of the Award
prior to actual payment, (vi) forfeiture provisions and
(vii) such further terms and conditions, in each case not
inconsistent with this Plan, as may be determined from time to time
by the Committee.
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6.3
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Performance Criteria
. Performance criteria
established by the Committee shall relate to corporate, group, unit
or individual performance, and may be established in terms of
earnings, growth in earnings, ratios of earnings to equity or
assets, or such other measures or standards determined by the
Committee; provided, however, that the performance criteria for any
portion of an Award of Performance Shares or Performance Units that
is intended by the Committee to satisfy the requirements for
“performance-based compensation” under Code Section
162(m) shall be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified at the
time the Award is granted. Multiple performance targets may be used
and the components of multiple performance targets may be given the
same or different weighting in determining the amount of an Award
earned, and may relate to absolute performance or relative
performance measured against other groups, units, individuals or
entities.
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6.4
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Discretionary Adjustments
. Notwithstanding
satisfaction of any performance goals, the amount paid under an
Award of Performance Shares or Performance Units on account of
either financial performance or personal performance evaluations
may be reduced by the Committee on the basis of such further
considerations as the Committee shall determine.
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6.5
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Payment of Awards
. Following the
conclusion of each Performance Cycle, the Committee shall determine
the extent to which performance criteria have been attained, and
the satisfaction of any other terms and conditions with respect to
an Award relating to such Performance Cycle. The Committee shall
determine what, if any, payment is due with respect to an Award and
whether such payment shall be made in cash, Stock or a combination
thereof. Payment shall be made in a single lump sum on such date
after the end of the applicable Performance Cycle as the Committee
establishes at the time the Award is granted, subject to
such
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terms and conditions and in such
form as may be prescribed by the Committee. The payment date so
established by the Committee shall not be later than March 1 of the
year after the year in which the Performance Cycle ends. Payment in
Stock may be in Restricted Stock as determined by the Committee at
the time the Award is granted.
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6.6
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Termination of Employment
. Unless the Committee
provides otherwise:
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(a)
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Due to Death or
Disability .
If a Participant ceases to be an Employee before the end of a
Performance Cycle by reason of his death or permanent disability,
the Performance Cycle for such Participant for the purpose of
determining the amount of Award payable shall end at the end of the
calendar quarter immediately preceding the date on which said
Participant ceased to be an Employee. The amount of an Award
payable to a Participant (or the Beneficiary of a deceased
Participant) to whom the preceding sentence is applicable shall be
paid at the end of the Performance Cycle, and shall be that
fraction of the Award computed pursuant to the preceding sentence
the numerator of which is the number of calendar quarters during
the Performance Cycle during all of which said Participant was an
Employee and the denominator of which is the number of full
calendar quarters in the Performance Cycle.
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(b)
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Due to Reasons Other Than Death or
Disability .
Upon any other termination of employment of a Participant during a
Performance Cycle, participation in the Plan shall cease and all
outstanding Awards of Performance Shares or Performance Units to
such Participant shall be cancelled.
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7.
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Restricted Stock Awards
. An Award of Restricted
Stock under the Plan shall consist of Shares the grant, issuance,
retention, vesting and/or transferability of which are subject,
during specified periods of time, to such conditions and terms as
the Committee deems appropriate. Restricted Stock granted pursuant
to the Plan need not be identical, but each grant of Restricted
Stock must contain and be subject to the terms and conditions set
forth below.
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7.1
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Award Agreement
. Each Award of
Restricted Stock shall be evidenced by an Award Agreement. Each
Award Agreement shall contain provisions regarding (i) the
number of Shares subject to the Award or a formula for determining
such number, (ii) the purchase price of the Shares, if any, and the
means of payment, (iii) such terms and conditions on the
grant, issuance, vesting and/or forfeiture of the Restricted Stock
as may be determined from time to time by the Committee,
(iv) restrictions on the transferability of the Award and
(v) such further terms and conditions, in each case not
inconsistent with this Plan, as may be determined from time to time
by the Committee. Shares issued under an Award of Restricted Stock
may be issued in the name of the Participant and held by the
Participant or held by the Company, in each case as the Committee
may provide.
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7.2
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Vesting and Lapse of
Restrictions . The grant, issuance, retention,
vesting and/or settlement of Shares of Restricted Stock shall occur
at such time and in such installments as determined by the
Committee or under criteria established by the Committee. The
Committee shall have the right to make the timing of the grant
and/or the issuance, ability to retain, vesting and/or settlement
of Shares of Restricted Stock subject to continued employment,
passage of time and/or such performance criteria as deemed
appropriate by the Committee; provided that except as set forth in
the following sentences, in no event shall the grant, issuance,
retention, vesting and/or settlement of Shares under an Award of
Restricted Stock that is based on performance criteria and the
level of achievement versus such criteria be subject to a
performance period of less than one year and no condition that is
based solely upon continued employment or the passage of time shall
provide for vesting or settlement in full of an Award of Restricted
Stock over a Term of less than three years from the date the Award
is granted, in each case other than as a result of or upon the
death, disability or Retirement of the Participant or a change in
control of the Company. Notwithstanding anything herein to the
contrary, the limitations contained in the preceding sentence shall
not apply to Restricted Stock that is granted in lieu of salary,
cash bonus or other cash compensation or to Substitute Awards, in
which case there may be no minimum Term. In addition,
notwithstanding anything herein to the contrary, the Committee may
grant Awards of Restricted Stock and Restricted Share Rights which
fully vest prior to three years (including without limitation,
prior to one year in the case of Awards of Restricted Stock or
Restricted Share Rights whether or not subject to performance
criteria) from the date of grant (“Shorter Vesting
Awards”) as determined by the Committee and evidenced in an
Award Agreement provided that the aggregate number of Shares
underlying all such Shorter Vesting Awards granted under the Plan
shall not exceed 24,159,766 Shares, as adjusted pursuant to
Section 26.
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7.3
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Rights as a Stockholder
. Unless the Committee
provides otherwise, a Participant shall have all voting, dividend,
liquidation and other rights with respect to Restricted Stock held
by such Participant as if the Participant held unrestricted Stock;
provided that the unvested portion of any award of Restricted Stock
shall be subject to any restrictions on transferability or risks of
forfeiture imposed pursuant to Sections 7.1, 7.2 and 7.4.
Unless the Committee otherwise determines or unless the terms of
the applicable Award Agreement or grant provides otherwise, any
noncash dividends or distributions paid with respect to shares of
unvested Restricted Stock shall be subject to the same restrictions
and vesting schedule as the Shares to which such dividends or
distributions relate.
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7.4
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Termination of Employment
. Unless the Committee
provides otherwise:
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(a)
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Due to Death or
Disability .
If a Participant ceases to be an Employee prior to the lapse of
restrictions on Shares of Restricted Stock by reason of his death
or permanent disability, all restrictions on Shares of Restricted
Stock held for his benefit shall lapse in accordance with the terms
of the Award as determined by the Committee.
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(b)
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Due to Reasons Other Than Death or
Disability .
Upon any other termination of employment prior to the lapse of
restrictions, all Shares of Restricted Stock held for the benefit
of a Participant, all rights to receive dividends thereon and other
stockholder rights therewith shall immediately terminate without
notice of any kind and shall be forfeited by the
Participant.
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7.5
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Certificates . The Committee may require that
certificates representing Shares of Restricted Stock be retained
and held in escrow by a designated employee or agent of the Company
or any Affiliate until any restrictions applicable to Shares of
Restricted Stock so retained have been satisfied or lapsed. Each
certificate issued in respect to an Award of Restricted Stock may,
at the election of the Committee, bear the following
legend:
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“This certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture provisions and restrictions
against transfer) contained in the Long-Term Incentive Compensation
Plan and the Restricted Stock Award. Release from such terms and
conditions shall be obtained only in accordance with the provisions
of the Plan and the Award, a copy of each of which is on file in
the office of the Secretary of Wells Fargo &
Company.”
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8.1
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Grant . A Participant may be granted one
or more Stock Awards under the Plan; provided that such Award to an
Employee is granted in lieu of salary, cash bonus or other cash
compensation. Stock Awards shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee.
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8.2
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Rights as a Stockholder
. A Participant shall
have all voting, dividend, liquidation and other rights with
respect to Shares issued to the Participant as a Stock Award under
this Section 8 upon the Participant becoming the holder of
record of the Shares granted pursuant to such Stock Award; provided
that the Committee may impose such restrictions on the assignment
or transfer of Shares awarded pursuant to a Stock Award as it
considers appropriate.
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9.
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Restricted Share Rights
. Restricted Share
Rights are Awards denominated in units under which the issuance of
Shares is subject to such conditions and terms as the Committee
deems appropriate. Restricted Share Rights granted pursuant to the
Plan need not be identical, but each grant of Restricted Share
Rights must contain and be subject to the terms and conditions set
forth below.
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9.1
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Award Agreement
. Each Award of
Restricted Share Rights shall be evidenced by an Award Agreement.
Each Award Agreement shall contain provisions regarding
(i) the number of Restricted Share Rights subject to such
Award or a formula for determining such number, (ii) the
purchase price of the Shares subject to the
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Award, if any, and the means of
payment, (iii) such terms and conditions on the grant,
issuance, vesting and/or forfeiture of the Restricted Share Rights
as may be determined from time to time by the Committee,
(iv) restrictions on the transferability of the Award and
(v) such further terms and conditions in each case not
inconsistent with this Plan as may be determined from time to time
by the Committee.
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9.2
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Vesting and Lapse of
Restrictions . The grant, issuance, retention,
vesting and/or settlement of Restricted Share Rights shall occur at
such time and in such installments as determined by the Committee
or under criteria established by the Committee. The Committee shall
have the right to make the timing of the grant and/or the issuance,
ability to retain, vesting and/or settlement of Restricted Share
Rights subject to continued employment, passage of time and/or such
performance criteria as deemed appropriate by the Committee;
provided that except as set forth in the following sentences, in no
event shall the grant, issuance, retention, vesting and/or
settlement of Shares under an Award of Restricted Share Rights that
is based on performance criteria and the level of achievement
versus such criteria be subject to a performance period of less
than one year, and no condition that is based solely upon continued
employment or the passage of time shall provide for vesting or
settlement in full of an Award of Restricted Share Rights over a
Term of less than three years from the date the Award is granted,
in each case other than as a result of or upon the death,
disability or Retirement of the Participant or a change in control
of the Company. Notwithstanding anything herein to the contrary,
the limitations contained in the preceding sentence shall not apply
to an Award of Restricted Share Rights that is granted in lieu of
salary, cash bonus or other cash compensation or to Substitute
Awards, in which case there may be no minimum Term. In addition,
notwithstanding anything to the contrary herein, the Committee may
grant Shorter Vesting Awards as determined by the Committee and
evidenced in an Award Agreement provided that the aggregate number
of Shares underlying all such Shorter Vesting Awards granted under
the Plan shall not exceed 24,159,766 Shares, as adjusted pursuant
to Section 26. Notwithstanding anything in this
Section 9.2 to the contrary, settlement of Restricted Share
Rights shall be completed not later than March 1 of the year after
the year in which the vesting restrictions lapse on such Restricted
Share Rights.
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9.3
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Rights as a Stockholder
. Participants shall
have no voting rights with respect to Shares underlying Restricted
Share Rights unless and until such Shares are reflected as issued
and outstanding shares on the Company’s stock ledger. Shares
underlying Restricted Share Rights shall be entitled to dividends
or dividend equivalents only to the extent provided by the
Committee. If an Award of Restricted Share Rights includes dividend
equivalents, an amount equal to the dividends that would have been
paid if the Restricted Share Rights had been issued and outstanding
Shares as of the record date for the dividends shall be paid to the
Participant in cash subject to applicable withholding taxes unless
otherwise determined by the Committee. Any dividend equivalents
payable pursuant to this Section 9.3 shall be paid no later
than March 1 of the year after the year in which
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the
applicable dividend record date occurs unless otherwise determined
by the Committee.
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9.4
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Termination of Employment
. Unless the Committee
provides otherwise:
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(a)
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Due to Death or
Disability .
If a Participant ceases to be an Employee by reason of the
Participant’s death or permanent disability, all restrictions
on the Restricted Share Rights of the Participant shall lapse in
accordance with the terms of the Award as determined by the
Committee.
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(b)
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Due to Reasons Other Than Death or
Disability .
If a Participant ceases to be an Employee for any reason other than
death or permanent disability, all Restricted Share Rights of the
Participant and all rights to receive dividend equivalents thereon
shall immediately terminate without notice of any kind and shall be
forfeited by the Participant.
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9.5
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Settlement of Rights Granted Prior
to January 1, 2008 . Notwi
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