LONG-TERM INCENTIVE COMPENSATION PLAN
(As amended effective November 23, 1999)
1. PURPOSE. The purpose of Wells Fargo & Company's Long-Term Incentive
Compensation Plan (the "Plan") is to motivate key employees 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 talented executives for key positions by
providing an attractive capital accumulation opportunity.
2. DEFINITIONS.
2.1 The following terms, whenever used in this Plan, shall have
the meanings set forth below:
(a) "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.
(b) "Award" means a grant made under this Plan in the form of
Performance Shares, Restricted Stock, Restricted Share
Rights, Stock Options, Performance Units, Stock
Appreciation Rights, or Stock.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee selected by the Board and
consisting of two or more members of the Board.
(e) "Company" means Wells Fargo & Company, a Delaware
corporation.
(f) "Employee" means a regular salaried employee (including an
officer or director who is also an employee) of the
Company or an Affiliate.
(g) "Fair Market Value" as of any date means the immediately
preceding trading day's closing price of a share of Stock
as reported by the consolidated tape of the New York Stock
Exchange.
(h) "Incentive Stock Option" means any Option designated as
such and granted in accordance with the requirements of
Section 422A of the Internal Revenue Code of 1986, as
amended.
(i) "Non-Qualified Stock Option" means an Option other than an
Incentive Stock Option.
(j) "Option" means a right to purchase Stock.
(k) "Participant" means a person designated by the Committee
to receive an Award under the Plan who is an Employee at
the time of such designation.
(l) "Performance Cycle" means the period of time of not fewer
than two years nor more than five years as specified by
the Committee over which Performance Shares or Performance
Units are to be earned.
(m) "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.
(n) "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.
(o) "Plan" means this Long-Term Incentive Compensation Plan,
as amended from time to time.
(p) "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.
(q) "Restricted Stock" means Stock granted under Section 7
that is subject to restrictions imposed pursuant to said
Section.
(r) 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
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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 period of employment with the
Company or an Affiliate as determined by the Company or
Affiliate.
(s) "Share" means a share of Stock.
(t) "Stock" means the common stock, $1-2/3 par value per
share, of the Company.
(u) "Stock Appreciation Right" means the right to receive a
payment in cash or in Stock or a combination thereof in an
amount equal to the excess of the Fair Market Value of the
Stock at the time of exercise over the Fair Market Value
of the Stock at the time of grant.
(v) "Successor" means the legal representative of the estate
of a deceased Participant or the person or persons who may
acquire the right to exercise an Option or to receive
Shares issuable in satisfaction of an Award, by bequest or
inheritance.
(w) "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.
2.2 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.
3. ADMINISTRATION. The Plan shall be administered by the Committee. Subject
to the provisions of the Plan, the Committee shall have exclusive power
to determine when and to whom Awards will be granted, the form of each
Award, the amount of each Award, and any other terms or conditions of
each Award. The Committee's interpretation of the Plan and of any Awards
made under the Plan shall be final and binding on all persons with an
interest therein. The Committee shall have the authority, subject to the
provisions of the Plan, to establish, adopt and revise rules and
regulations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan.
4. SHARES AVAILABLE UNDER THE PLAN; LIMITATION ON AWARDS. The maximum
number of Shares that may be issued under this Plan on and after April
27, 1999 (in addition to Shares which prior to April 27, 1999 were
subject to Awards)
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shall not exceed the sum of (i) the number of Shares available for,
but not yet subject to, an Award as of April 27, 1999, plus (ii)
40,000,000 Shares. These Shares may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock not reserved for any
other purpose. Any Shares subject to the terms and conditions of an
Award under this Plan which are forfeited or not issued because the
terms and conditions of the Award are not met or for which payment
is not made in Stock and any Shares which are used for full or
partial payment of the purchase price of Shares with respect to
which an Option is exercised may again be used for an Award under
the Plan. No Employee may be awarded in any calendar year Options or
Stock Appreciation Rights covering an aggregate of more than
7,000,000 Shares. On and after the date referred to in clause (i)
above, no more than five percent of the sum of the numbers of Shares
described in clauses (i) and (ii) above shall be issued pursuant to
Awards of unrestricted Stock not granted in lieu of salary, cash
bonus or other cash compensation, Awards of Performance Shares or
Performance Units earned over a Performance Cycle of less than three
years, and Awards of Restricted Stock or Restricted Share Rights
having Terms of less than three years at the time of grant.
5. PARTICIPATION. Participation in the Plan shall be limited to key
Employees of the Company or an Affiliate selected by the Committee.
Participation is entirely at the discretion of the Committee, and is not
automatically continued after an initial period of participation.
6. 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
achievement of pre-established performance targets.
6.1 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.
6.2 COMMUNICATION OF AWARD. Written notice of the maximum amount
of a Participant's Award and the Performance Cycle determined
by the Committee shall be given to a Participant as soon as
practicable after approval of the Award by the Committee.
6.3 AMOUNT OF AWARD PAYABLE. The Committee shall establish maximum
and minimum performance targets to be achieved during the
applicable Performance Cycle. Performance targets 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
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determined by the Committee. 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.
Achievement of the maximum performance target shall entitle
the Participant to payment (subject to Section 6.5) at the
full or maximum amount specified with respect to the Award;
provided, however, that notwithstanding any other
provisions of this Plan, in the case of an Award of
Performance Shares the Committee in its discretion may
establish an upper limit on the amount payable (whether in
cash or Stock) as a result of the achievement of the
maximum performance target. The Committee may also
establish that a portion of a full or maximum amount of a
Participant's Award will be paid (subject to Section 6.5)
for performance which exceeds the minimum performance
target but falls below the maximum performance target
applicable to such Award.
6.4 ADJUSTMENTS. At any time prior to payment of a Performance
Share or Performance Unit Award, the Committee may adjust
previously established performance targets or other terms and
conditions to reflect events such as changes in law,
regulation, or accounting practice, or mergers, acquisitions
or divestitures.
6.5 PAYMENT OF AWARDS. Following the conclusion of each
Performance Cycle, the Committee shall determine the extent to
which performance targets 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 some combination. Payment shall be made in a lump sum or
installments, as determined by the Committee, commencing as
promptly as practicable following the end of the applicable
Performance Cycle, subject to such terms and conditions and in
such form as may be prescribed by the Committee. Payment in
Stock may be in Restricted Stock or Restricted Share Rights.
6.6 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee before the end of a Performance Cycle by reason of
his death, permanent disability or Retirement, 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 such
Participant ceased to be an Employee. The amount of an Award
payable to a Participant to whom the preceding sentence is
applicable shall be paid at the end of the Performance Cycle
and shall be that
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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. 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.
7. RESTRICTED STOCK AWARDS. An Award of Restricted Stock under the Plan
shall consist of Shares subject to restrictions on transfer, conditions
of forfeiture, and such other terms and conditions as the Committee
shall determine.
7.1 AWARD TERMS. An Award of Restricted Stock shall be subject to
such terms, conditions and restrictions as the Committee shall
determine, subject to the provisions of this Plan, including
the following:
(a) RESTRICTIONS. A statement of the terms, conditions, and
restrictions to which the Restricted Stock awarded is
subject, including, without limitation, terms requiring
forfeiture and imposing restriction on transfer for such
Term or Terms as shall be determined by the Committee
subject to the provisions of this Plan. The Committee
shall have the authority to permit in its discretion an
acceleration of the expiration of the applicable Term with
respect to any part or all of the Restricted Stock awarded
to a Participant in connection with severance arrangements
or changes in law, regulation or accounting practice.
(b) LAPSE OF RESTRICTIONS. A statement of the terms and any
other conditions upon which any restrictions upon
Restricted Stock awarded shall lapse, as determined by the
Committee subject to the provisions of this Plan. Upon the
lapse of the restrictions, Shares free of restrictive
legend, if any, shall be issued to the Participant or his
Successor.
7.2 TERM. Subject to acceleration of the expiration of the Term as
provided in or permitted by this Plan, the minimum Term for
Restricted Stock shall be three years unless the lapse of
restrictions is conditioned on the achievement of one or more
pre-established performance targets, in which case the minimum
Term shall be not less than one year, or the Restricted Stock
is granted in lieu of salary, cash bonus or other cash
compensation, in which case there may be no minimum Term.
7.3 NONTRANSFERABILITY. Restricted Stock awarded, and the right to
vote such Restricted Stock and to receive dividends thereon,
may not be sold,
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assigned, transferred, exchanged, pledged, or otherwise
encumbered, during the Term applicable to the Award. A
Participant with a Restricted Stock Award shall have all
the other rights of a stockholder including, but not
limited to, the right to receive dividends and the right to
vote the Shares.
7.4 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee prior to the lapse of restrictions by reason of his
death, permanent disability or Retirement, all restrictions on
Shares of Restricted Stock held for his benefit shall
immediately lapse. Upon any other termination of employment
prior to the lapse of restrictions, participation in the Plan
shall cease and all Shares of Restricted Stock held for the
benefit of a Participant shall be forfeited by the
Participant.
7.5 CERTIFICATES. Each certificate issued in respect to an Award
of Restricted Stock shall be deposited with the Company or its
designee and may, at the election of the Committee, bear the
following legend:
"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 obtain 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."
8. STOCK AWARDS. Awards of Stock without restrictions may be made according
to terms and conditions established by the Committee.
9. RESTRICTED SHARE RIGHTS. An Award of Restricted Share Rights shall be
subject to such terms, conditions and restrictions as the Committee
shall determine, subject to the provisions of this Plan, including the
following:
9.1 NUMBER AND DIVIDEND EQUIVALENTS. The number of Restricted
Share Rights subject to the Award and whether the Award
includes dividend equivalents. If the Award 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.
9.2 RESTRICTIONS. The terms, conditions and restrictions to which
the Award is subject, including, without limitation, terms
requiring forfeiture and imposing restriction on transfer for
such Term or Terms as shall be
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determined by the Committee subject to the provisions of
this Plan. The Committee shall have the authority to permit
in its discretion an acceleration of the expiration of the
applicable Term with respect to any part or all of the
Restricted Share Rights awarded to a Participant in
connection with severance arrangements or changes in law,
regulation or accounting practice.
9.3 TERM. Subject to acceleration of the expiration of the Term as
provided in or permitted by this Plan, the minimum Term for
Restricted Share Rights shall be three years unless the lapse
of restrictions is conditioned on the achievement of one or
more pre-established performance targets, in which case the
minimum Term shall be not less than one year, or the
Restricted Share Rights are granted in lieu of salary, cash
bonus or other cash compensation, in which case there may be
no minimum Term.
9.4 LAPSE OF RESTRICTIONS; VESTING. Upon the lapse of the
restrictions, the Restricted Share Rights shall vest and
Shares shall be issued to the Participant in accordance with
the terms of the Award as determined by the Committee. Shares
subject to Restricted Share Rights shall have no voting rights
until issued.
9.5 NONTRANSFERABILITY. Restricted Share Rights, including, if
applicable, the right to receive dividend equivalents thereon,
may not be sold, assigned, transferred, exchanged, pledged or
otherwise encumbered during the Term applicable to the Award.
The Participant may, by completing and signing a written
beneficiary designation form which is delivered to and
accepted by the Company, designate a beneficiary to receive
payment of any outstanding Restricted Share Rights upon the
Participant's death. If at the time of the Participant's death
there is not on file a fully effective beneficiary designation
form, or if the designated beneficiary did not survive the
Participant, the legal representative of the Participant's
estate shall have the right to receive payment.
9.6 TERMINATION OF EMPLOYMENT.
(a) DUE TO DEATH, DISABILITY, OR RETIREMENT. If a Participant
ceases to be an Employee by reason of the Participant's
death, permanent disability or Retirement, 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.
(b) DUE TO REASONS OTHER THAN DEATH, DISABILITY, OR
RETIREMENT. If a Participant ceases to be an Employee for
any reason other than death, permanent disability or
Retirement, all Restricted Share Rights of the Participant
and all rights to receive dividend equivalents thereon
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shall immediately terminate without notice of any kind and
shall be forfeited by the Participant.
10. STOCK OPTIONS.
10.1 AWARD TERMS. An Award of an Option shall be subject to such
terms, conditions and restrictions as the Committee shall
determine, subject to the provisions of this Plan, including
the following:
(a) TYPE OF OPTION; NUMBER OF SHARES. A statement identifying
the Option represented thereby as an Incentive Stock
Option or Non-Qualified Stock Option, as the case may be,
and the number of Shares to which the Option applies.
(b) OPTION PRICE. A statement of the purchase price of the
Stock subject to Option which shall not be less than the
Fair Market Value, and in any event not less than the par
value, of the Stock on the date the Option is granted.
(c) EXERCISE TERM. A statement of the Term of each Option
granted as established by the Committee, provided that no
Option shall be exercisable after ten years from the date
of grant. The Committee shall have the authority to permit
an acceleration of previously established Terms, at its
discretion.
(d) PAYMENT FOR SHARES. A statement that the purchase price of
the Shares with respect to which an Option is exercised
shall be payable at the time of exercise in accordance
with procedures established by the Company. The purchase
price may be payable in cash, in Stock having a Fair
Market Value on the date the Option is exercised equal to
the Option price of the Stock being purchased pursuant to
the Option, or a combination thereof, as the Committee
shall determine. The Committee may, either at the time the
Option is granted or any time before it is exercised,
subject to such limitations as the Committee may
determine, authorize payment of the purchase price of the
Option by delivery to the Company of irrevocable
instructions to a broker, or some other communication
acceptable to the Company, requiring prompt delivery to
the Company of the amount of sale proceeds to pay the
Option purchase price and all applicable withholding taxes
resulting from such exercise.
(e) NONTRANSFERABILITY. An Option is not transferable other
than by will, the laws of descent and distribution or by
the Participant designating a beneficiary in accordance
with this Section 10.1(e). During the lifetime of the
Participant, Options may be exercised only by the
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Participant or by the Participant's legal representative.
The Participant may, by completing and signing a written
beneficiary designation form which is delivered to and
accepted by the Company, designate a beneficiary to
exercise and receive any outstanding Options (and all
outstanding Stock Appreciation Rights granted in
conjunction with Options) upon the Participant's death. If
at the time of the Participant's death there is not on
file a fully effective beneficiary designation form, or if
the designated beneficiary did not survive the
Participant, the legal representative of the Participant's
estate shall have the right to exercise the Option.
(f) INCENTIVE STOCK OPTIONS. In the case of an Incentive Stock
Option, each Option shall be subject to any terms,
conditions and provisions as the Committee determines
necessary or desirable in order to qualify the Option as
an Incentive Stock Option (within the meaning of Section
422A of the Internal Revenue Code of 1986, or any
amendment or regulation pertaining to it) or any other law
or regulation providing special tax treatment for stock
options and related stock. Provided, however, that the
aggregate Fair Market Value (as determined at the
effective date of the grant) of the Stock with respect to
which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year
shall not exceed $100,000.
10.2 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT.
(a) If a Participant ceases to be an Employee by reason of his
death, permanent disability or Retirement, each
outstanding Option shall become exercisable to the extent
and for such period or periods determined by the Committee
but not beyond the expiration date of said Option. If a
Participant dies before exercising all outstanding
Options, the outstanding Options shall be exercisable by
the Participant's beneficiary determined in accordance
with Section 10.1(e).
(b) If a Participant ceases to be an Employee by reason of his
death, permanent disability or Retirement, each
outstanding Stock Appreciation Right granted in
conjunction with an Option shall become exercisable to the
extent and for such period or periods determined by the
Committee but not beyond the expiration date of said Stock
Appreciation Right. If a Participant dies before
exercising all outstanding Stock Appreciation Rights
granted in conjunction with Options, said outstanding
Stock Appreciation Rights shall be exercisable by the
Participant's beneficiary determined in accordance with
Section 10.1(e).
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10.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
DISABILITY, OR RETIREMENT. Except as otherwise determined by
the Committee, in the event a Participant ceases to be an
Employee for any reason other than his death, permanent
disability or Retirement, all rights of the Participant under
this Plan shall immediately terminate without notice of any
kind.
11. STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right shall
entitle the Participant, subject to terms and conditions determined by
the Committee, to receive upon exercise of the right all or a portion of
the excess of (i) the Fair Market Value of a specified number of Shares
at the time of exercise over (ii) a specified price which shall not be
less than 100% of the Fair Market Value of the Shares at the time of
grant. Stock Appreciation Rights may be granted in connection with a
previously or contemporaneously granted Option, or independent of any
Option. If issued in connection with an Option, the Committee may impose
a condition that exercise of a Stock Appreciation Right cancels the
Option with which it is connected. A Stock Appreciation Right may not be
exercised at any time when the Fair Market Value of the Shares of Stock
to which it relates does not exceed the exercise price of the Option
associated with those Shares.
11.1 TERM. An Award of a Stock Appreciation Right shall include a
statement of the Term within which the Stock Appreciation
Right may be exercised subject to terms and conditions
prescribed by the Committee, provided that no Stock
Appreciation Right shall be exercisable after ten years from
the date of grant. The Committee shall have the authority to
permit an acceleration of previously established exercise
Terms.
11.2 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT. If a Participant ceases to be an Employee by
reason of his death, permanent disability or Retirement, each
Stock Appreciation Right then outstanding which was granted
independent of any Option shall become exercisable to the
extent and for such period or periods determined by the
Committee but not beyond the expiration date of said Stock
Appreciation Right.
11.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
DISABILITY, OR RETIREMENT. Except as otherwise determined by
the Committee, in the event a Participant ceases to be an
Employee for any reason other than his death, permanent
disability or Retirement, all rights of the Participant under
this Plan shall immediately terminate without notice of any
kind.
11.4 PAYMENT. Upon exercise of a Stock Appreciation Right, payment
shall be made in the form of cash or Stock or some combination
thereof as
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determined by the Committee. However, notwithstanding any
other provisions of this Plan, in no event may the payment
(whether in cash or Stock) upon exercise of a Stock
Appreciation Right exceed an amount equal to 100% of the
Fair Market Value of the Shares at the time of grant.
12. NONTRANSFERABILITY OF RIGHTS. Except as otherwise set forth in this
Plan, no rights under any Award will be transferable other than by will
or the laws of descent and distribution, and the rights and the benefits
of any Award may be exercised and received during the lifetime of the
Participant only by the Participant or by the Participant's legal
representative.
13. TERMINATION OF EMPLOYMENT.
13.1 Transfers of employment between the Company and an Affiliate,
or between Affiliates, will not constitute termination of
employment for purposes of any Award.
13.2 The Committee may specify whether any authorized leave of
absence or absence for military or government service or for
any other reasons will constitute a termination of employment
for purposes of the Award and the Plan.
14. REORGANIZATION. If substantially all of the assets of the Company are
acquired by another corporation or in case of a reorganization of the
Company involving the acquisition of the Company by another entity, then
as to each Participant who is an Employee immediately prior to the
consummation of the transaction:
(a) All outstanding Options and Stock Appreciation Rights shall
become exercisable immediately prior to the consummation of
the transaction.
(b) All restrictions with respect to Restricted Stock and
Restricted Share Rights shall lapse immediately prior to the
consummation of the transaction, and Shares free of
restrictive legend shall be delivered to the Participant.
(c) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units
payable shall end at the end of the calendar quarter
immediately preceding the consummation of the transaction. The
amount of an Award payable shall be that fraction of the Award
computed pursuant to the preceding sentence the numerator of
which is the number of calendar quarters completed in the
Performance Cycle through the end of the calendar quarter
immediately preceding the consummation of the transaction and
the denominator of which is the number of full calendar
quarters in the
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Performance Cycle. The amount of an Award payable shall be
paid within sixty days after consummation of the
transaction.
The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.
15. BOARD CHANGES. On the date that a majority of the Board shall be persons
other than persons (a) for whose election proxies shall have been
solicited by the Board or (b) who are then serving as directors
appointed by the Board to fill vacancies on the Board caused by death or
resignation (but not by removal) or to fill newly-created directorships,
then as to any Participant who is an Employee immediately prior to said
date and who ceases to be an Employee within six months after said date
for any reason other than as a result of death, permanent disability or
Retirement:
(i) All outstanding Options and Stock Appreciation Rights shall
become immediately exercisable and may be exercised at any
time within six months after the Participant ceases to be an
Employee.
(ii) All restrictions with respect to Restricted Stock and
Restricted Share Rights shall lapse and Shares free of
restrictive legend shall be delivered to the Participant.
(iii) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units
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
said Participant 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. The amount of an Award payable shall
be paid within sixty days after said Participant ceases to be
an Employee.
The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.
16. EFFECTIVE DATE OF THE PLAN.
16.1 EFFECTIVE DATE. The Plan shall become effective as of
September 25, 1984 upon the approval and ratification of the
Plan by the affirmative vote of the holders of a majority of
the outstanding Shares of Stock present or represented and
entitled to vote in person or by proxy at a meeting of the
stockholders of the Company.
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16.2 DURATION OF THE PLAN. The Plan shall remain in effect until
all Stock subject to it shall be distributed, until the Term
of all Options or Stock Appreciation Rights granted under this
Plan shall expire, until all restrictions on Restricted Stock
or Restricted Share Rights granted under this Plan shall
lapse, or until the Performance Cycle for any Performance
Shares or Performance Units awarded under this Plan shall end.
17. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer upon any
Participant the right to continue in the employment of the Company or
any Affiliate or affect any right which the Company or any Affiliate may
have to terminate employment of the Participant.
18. WITHHOLDING TAXES. The Company and its Affiliates shall have the right
to deduct from all payments under this Plan, whether in cash or in
Stock, an amount necessary to satisfy any federal, state or local
withholding tax requirements.
19. DEFERRAL OF PAYMENTS. The Committee may, from time to time, establish
rules and conditions under which a Participant may defer the payment of
Awards.
20. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board or
Committee may at any time terminate, suspend or modify the Plan, except
that the Board or Committee will not, without authorization of the
stockholders of the Company, effect any change (other than through
adjustment for changes in capitalization as provided in Section 21)
which will:
(a) Increase the total amount of Stock which may be awarded under the
Plan.
(b) Change the class of Employees eligible to participate in the Plan.
(c) Withdraw the administration of the Plan from the Committee.
(d) Permit any person, while a member of the Committee, to be eligible
to participate in the Plan.
(e) Extend the duration of the Plan.
No termination, suspension, or modification of the Plan will adversely
affect any right acquired by any Participant or any Successor under an
Award granted before the date of termination, suspension, or
modification, unless otherwise agreed to by the Participant; but it will
be conclusively presumed that any adjustment for changes in
capitalization provided for in Section 21 does not adversely affect any
right.
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21. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any change in the number of
outstanding Shares occurring through Stock splits, reverse Stock splits,
or Stock dividends after the grant of an Award will be reflected
proportionately in the aggregate number of Shares then available for
Awards and in the number of Shares subject to Awards then outstanding;
and a proportionate change will be made in the per share Option price as
to any outstanding Options. Any fractional Shares resulting from
adjustments will be rounded to the nearest whole Share.
-15-
FORM OF AWARD TERM SHEET FOR STAGGERED VESTING
RESTRICTED SHARE RIGHTS AWARD TERM SHEET
EXECUTIVE: __________________ SOCIAL SECURITY NO.: ________________
GRANT DATE: __________________ VESTING DATES: ________________
RSRS: __________________ GRANT DATE FMV: $_______________
1. AWARD. Wells Fargo & Company has awarded you the number of Restricted
Share Rights indicated above. Each Restricted Share Right entitles you
to receive one share of Common Stock of the Company upon the terms and
subject to the conditions set forth in the Company's Long-Term Incentive
Compensation Plan and this Award Term Sheet.
2. VESTING. Except as otherwise provided in this Award Term Sheet, the
Restricted Share Rights will vest in five equal installments on July 1,
beginning on the July 1 next following the grant date. The number of
shares of Common Stock issued on each vesting date will be net of shares
withheld by the Company to satisfy federal, state and local withholding
obligations.
3. TERMINATION.
(a) If prior to the vesting date indicated above you cease to be an
Employee due to your death, permanent disability or Retirement, any
then unvested Restricted Share Rights awarded hereby will vest as of
the July 1 next following the date of termination of your employment
and shares of Common Stock will be issued to you or, in case of your
death, your beneficiary designated in accordance with the Plan. If at
the time of your death, there is not on file an effective beneficiary
designation or you are not survived by your designated beneficiary, the
shares will be issued to the legal representative of your estate.
(b) If prior to the vesting date indicated above you cease to be an
Employee for any reason other than your death, permanent disability or
Retirement, all then unvested Restricted Share Rights (including
dividend equivalents thereon) awarded hereby shall immediately
terminate without notice to you and shall be forfeited.
4. DIVIDEND EQUIVALENTS. During the period beginning on the grant date as
indicated above and ending on the date that the Restricted Share Right
vests or terminates, whichever occurs first, you will receive cash payments
based on and payable at approximately the same time as the cash dividend
that would have been paid on the Restricted Share Right had the Restricted
Share Right been an issued and outstanding share of Common Stock on the
record date for the dividend. Cash payments will be net of federal, state
and local withholding taxes.
5. TAX WITHHOLDING. The Company will withhold from the number of shares of
Common Stock otherwise issuable hereunder a number of shares necessary to
satisfy federal, state and local tax withholding obligations. Shares will
be valued at their Fair Market Value as of the date of vesting.
6. DEFERRAL. At any time at least six months prior to the applicable vesting
date, you may make a one-time election to defer the issuance of the Common
Stock issuable with respect to all (but not less than all) of the
Restricted Share Rights scheduled to vest on that date until a specified
year not less than one year and not more than 10 years beyond the original
vesting date.
7. NONTRANSFERABLE. You may not sell, assign, pledge, encumber or otherwise
transfer any interest in the Restricted Share Rights or the right to
receive dividend equivalents thereon except as permitted by the Plan.
8. OTHER RESTRICTIONS. The issuance of Common Stock hereunder is subject to
compliance by the Company and you with all applicable legal requirements
applicable thereto, including tax withholding obligations, and with all
applicable regulations of any stock exchange on which the Common Stock may
be listed at the time of issuance. The Company may delay the issuance of
shares of Common Stock hereunder to ensure at the time of issuance there is
a registration statement for the shares in effect under the Securities Act
of 1933.
9. ADDITIONAL PROVISIONS. This Award Term Sheet is subject to the provisions
of the Plan. Capitalized terms not defined in this Award Term Sheet are
used as defined in the Plan. If the Plan and this Award Term Sheet are
inconsistent, the provisions of the Plan will govern. Interpretations of
the Plan and this Award Term Sheet by the Committee are binding on you and
the Company.
10. NO EMPLOYMENT AGREEMENT. Neither the award to you of the Restricted Share
Rights nor the delivery to you of this Award Term Sheet or any other
document relating to the Restricted Share Rights will confer on you the
right to continued employment with the Company or any Affiliate.
16
FORM OF AWARD TERM SHEET FOR LUMP SUM VESTING
RESTRICTED SHARE RIGHTS AWARD TERM SHEET
EXECUTIVE: __________________ SOCIAL SECURITY NO.: ________________
GRANT DATE: __________________ VESTING DATE: ________________
RSRS: __________________ GRANT DATE FMV: $________________
1. AWARD. Wells Fargo & Company has awarded you the number of Restricted Share
Rights indicated above. Each Restricted Share Right entitles you to receive
one share of Common Stock of the Company upon the terms and subject to the
conditions set forth in the Company's Long-Term Incentive Compensation Plan
and this Award Term Sheet.
2. VESTING. Except as otherwise provided in this Award Term Sheet, shares of
Common Stock will be issued as of the vesting date indicated above. The
number of shares issued will be net of shares withheld by the Company to
satisfy federal, state and local withholding obligations.
3. TERMINATION.
(a) If prior to the vesting date indicated above you cease to be an
Employee due to your death, permanent disability or Retirement, the
Restricted Share Rights awarded hereby will vest as of the July 1 next
following the date of termination of your employment and shares of
Common Stock will be issued to you or, in case of your death, your
beneficiary designated in accordance with the Plan. If at the time of
your death, there is not on file an effective beneficiary designation
or you are not survived by your designated beneficiary, the shares will
be issued to the legal representative of your estate.
(b) If prior to the vesting date indicated above you cease to be an
Employee for any reason other than your death, permanent disability or
Retirement, all Restricted Share Rights (including dividend equivalents
thereon) awarded hereby shall immediately terminate without notice to
you and shall be forfeited.
4. DIVIDEND EQUIVALENTS. During the period beginning on the grant date as
indicated above and ending on the date that the Restricted Share Rights
vest or terminate, whichever occurs first, you will receive cash payments
based on and payable at approximately the same time as the cash dividend
that would have been paid on your Restricted Share Rights had each
Restricted Share Right been an issued and outstanding share of Common Stock
on the record date for the dividend. Cash payments will be net of federal,
state and local withholding taxes.
5. TAX WITHHOLDING. The Company will withhold from the number of shares of
Common Stock otherwise issuable hereunder a number of shares necessary to
satisfy federal, state and local tax withholding obligations. Shares will
be valued at their Fair Market Value as of the date of vesting.
6. DEFERRAL. At any time at least six months prior to the vesting date
indicated above, you may make a one-time election to defer the issuance of
the Common Stock issuable with respect to all (but not less than all) of
the Restricted Share Rights until a specified year not less than one year
and not more than 10 years beyond the original vesting date.
7. NONTRANSFERABLE. You may not sell, assign, pledge, encumber or otherwise
transfer any interest in the Restricted Share Rights or the right to
receive dividend equivalents thereon except as permitted by the Plan.
8. OTHER RESTRICTIONS. The issuance of Common Stock hereunder is subject to
compliance by the Company and you with all applicable legal requirements
applicable thereto, including tax withholding obligations, and with all
applicable regulations of any stock exchange on which the Common Stock may
be listed at the time of issuance. The Company may delay the issuance of
shares of Common Stock hereunder to ensure at the time of issuance there is
a registration statement for the shares in effect under the Securities Act
of 1933.
9. ADDITIONAL PROVISIONS. This Award Term Sheet is subject to the provisions
of the Plan. Capitalized terms not defined in this Award Term Sheet are
used as defined in the Plan. If the Plan and this Award Term Sheet are
inconsistent, the provisions of the Plan will govern. Interpretations of
the Plan and this Award Term Sheet by the Committee are binding on you and
the Company.
10. NO EMPLOYMENT AGREEMENT. Neither the award to you of the Restricted Share
Rights nor the delivery to you of this Award Term Sheet or any other
document relating to the Restricted Share Rights will confer on you the
right to continued employment with the Company or any Affiliate.
17