Exhibit 10(e)
WELLS FARGO &
COMPANY
LONG-TERM INCENTIVE COMPENSATION
PLAN
RESTRICTED SHARE RIGHTS AWARD
AGREEMENT
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
John G.
Stumpf
|
|
|
|
Grant
Date:
|
|
8/3/2009
|
|
|
|
I.D. Number:
|
|
[Redacted]
|
|
|
|
Number of
RSRs:
|
|
108,528
|
|
|
|
1.
|
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.
|
|
2.
|
Vesting. Except as provided below for the period of time
during which any financial assistance received by the Company under
the Troubled Asset Relief Program (“TARP”) is
outstanding or as otherwise provided in this Award Agreement, the
Restricted Share Rights will vest according to the following
schedule:
|
72,352 of
RSRs on 8/3/2011
36,176 of
RSRs on 8/3/2012
In accordance with the Emergency
Economic Stabilization Act of 2008, as amended from time to time
and implemented by regulation (“EESA”), and
notwithstanding the schedule above or any other term of this Award
Agreement, no Restricted Share Rights granted hereby shall vest
earlier than the following schedule:
|
|
•
|
|
25% of the Restricted Share
Rights awarded hereby at the time the Company repays 25% of the
aggregate financial assistance received by the Company under
TARP;
|
|
|
•
|
|
An additional 25% of the
Restricted Share Rights awarded hereby at the time the Company
repays 50% of the aggregate financial assistance received by the
Company under TARP;
|
|
|
•
|
|
An additional 25% of the
Restricted Share Rights awarded hereby at the time the Company
repays 75% of the aggregate financial assistance received by the
Company under TARP; and
|
|
|
•
|
|
The remaining 25% of the
Restricted Share Rights awarded hereby at the time the Company
repays 100% of the aggregate financial assistance received by the
Company under TARP.
|
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 Common Stock except as
otherwise provided in the Plan or this Award Agreement.
|
|
(a)
|
If you cease to
be an Employee due to your death or permanent disability (as
determined by the Company), any then unvested Restricted Share
Right awarded hereby (including any Restricted Share Right 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 satisfaction of any
applicable TARP vesting condition described in paragraph 2
above.
|
|
|
(b)
|
If you cease to
be an Employee due to your Retirement any time after the second
anniversary of the date of grant, any then unvested Restricted
Share Right awarded hereby (including any Restricted Share Right
granted with respect to dividend equivalents as provided below)
will vest upon the later to occur of (i)
|
