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Exhibit 10(a)
WELLS FARGO & COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
RESTRICTED SHARE RIGHTS AWARD
AGREEMENT
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Name:
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Grant
Date:
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I.D.
Number:
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Number of
RSRs:
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1.
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Award. Wells Fargo & Company (the
“Company”) has awarded you the number of Restricted
Share Rights indicated above. Each Restricted Share Right entitles
you to receive one share of Wells Fargo & Company common
stock (“Common Stock”) contingent upon vesting and
subject to the other terms and conditions set forth in the
Company’s Long-Term Incentive Compensation Plan (the
“Plan”) and this Award Agreement.
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2.
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Vesting. Except as otherwise provided in this Award
Agreement, and provided that to the extent required by the
Emergency Economic Stabilization Act of 2008, as amended from time
to time (“EESA”), no installment will vest during the
period in which any obligation arising from financial assistance
provided to the Company under the Troubled Asset Relief Program
(“TARP”) remains outstanding (the “Restriction
Period”), the Restricted Share Rights will vest in the
following installments:
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30%
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of shares on
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07/1/2012
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30%
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of shares on
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07/1/2013
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40%
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of shares on
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07/1/2014
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If any applicable Restriction Period
required under EESA has not terminated prior to the first or any
subsequent vesting date specified above, each such vesting date
above will be delayed until the date immediately following the
expiration of the Restriction Period. If the Restriction Period
does not lapse before all of the vesting dates indicated above, all
of the Restricted Share Rights granted hereunder will vest in full
on the date immediately following the expiration of the Restriction
Period. Shares of Common Stock will be issued to you or, in case of
your death, your Beneficiary determined in accordance with the
Plan. Except for dividend equivalents as provided below, you will
have no rights as a stockholder of the Company with respect to your
Restricted Share Rights until settlement. Upon vesting, Restricted
Share Rights will be settled and distributed in shares of Company
common stock except as otherwise provided in the Plan or this Award
Agreement.
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(a)
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If you cease to
be an Employee due to your death or permanent disability (as
determined by the Company), all then unvested Restricted Share
Rights awarded hereby (including all Restricted Share Rights
granted with respect to dividend equivalents as provided below)
will immediately vest upon the later to occur of (i) your date
of death or termination of employment due to permanent disability
or (ii) the date immediately following the expiration of the
Restriction Period.
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(b)
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If you cease to
be an Employee other than due to your death or permanent
disability, all then unvested Restricted Share Rights awarded
hereby (including all Restricted Share Rights granted with respect
to dividend equivalents as provided below) will immediately
terminate without notice to you and will be forfeited.
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