EXHIBIT 10(C)
WELLS FARGO BONUS PLAN
I PURPOSE
The purpose of the Wells Fargo Bonus Plan (the "Plan") is to motivate a
select group of management, supervisory and individual contributors to
achieve superior results for Wells Fargo & Company and its subsidiaries
("Wells Fargo"). The Plan is designed to provide Participants with
incentive compensation opportunities that focus on individual and team
contributions through the measurement of meaningful performance goals
that are consistent with Wells Fargo's corporate and business unit
objectives.
The Plan is effective January 1, 2000. Participants, incentive
opportunities and performance objectives shall be identified annually.
II. ELIGIBILITY
A select group of Wells Fargo management, supervisors and individual
contributors who are in a position to control or influence business
units are eligible to participate in the Plan. Eligibility for
participation is determined on a case-by-case basis. Business unit
managers are responsible for identifying Participants within their
business units prior to the beginning of the Plan Year.
The intent of the Plan is to provide incentive awards to those
Participants who are not eligible for a bonus or incentive compensation
under any other plan or written agreement with Wells Fargo. Therefore,
Plan Participants who participate in any other Wells Fargo-sponsored
incentive compensation plan will not receive an award under this Plan.
III. INCENTIVE OPPORTUNITY
A. Business unit managers, working with Human Resources, shall
establish an incentive opportunity for each Participant's
position. The incentive opportunity shall be a range (target -
threshold - maximum) stated as a percentage of the Participant's
base salary ("Opportunity Percentages"). The target-level
Opportunity Percentage should reflect the value of good,
commendable, on-plan performance. The threshold-level Opportunity
Percentage is typically set at 50% of the target Opportunity
Percentage while the maximum-level Opportunity Percentage is
typically set at 150% of the target.
B. Disqualifying Factors
For purposes of this Plan, a "Disqualifying Factor" is an event,
the occurrence of which immediately invalidates a Participant's
opportunity for an incentive award. If a Participant's incentive
opportunity is subject to a Disqualifying Factor and the event
occurs, the Participant shall have no incentive opportunity for
that particular Plan Year. Generally, Wells Fargo does not support
the use of Disqualifying Factors subject to the following
exceptions:
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1. Executive-level Participants shall typically be subject to
Disqualifying Factors that tie to Wells Fargo's annual
corporate objectives.
2. A Disqualifying Factor applicable to each Participant is that
he/she must be employed by Wells Fargo as of the last day of
the Plan Year in order to be eligible for an incentive award
under the Plan. There will be no incentive opportunity for the
Plan Year for those Participants who experience a voluntary or
involuntary termination before the last day of the Plan Year
except if the termination is a result of the Participant's
retirement, death or a qualifying event under the Wells Fargo
& Company Salary Continuation Pay Plan as set forth in Section
VII, A and C.
IV. PERFORMANCE OBJECTIVES
A Performance Objective should be established for each Participant to
be effective as of the beginning of the Plan Year. The Performance
Objective should consist of identifiable Performance Measures and
Performance Levels.
A. Performance Measures
A Performance Measure defines the action or resultant performance
expected of a Participant in a given Plan Year. Three to five
Performance Measures should be identified for each Participant to
be effective as of the beginning of the Plan Year. The business
unit manager is responsible for defining the Performance Measure.
The business unit manager is encouraged to consult with the
Participant in identifying the Performance Measure. All
Performance Measures are subject to review at higher levels of the
organization.
Performance Measures may vary from year to year, from one position
to another and/or from one Participant to another. Generally, the
Performance Measures should be indicators of the expected: overall
financial success at the Participant's level or business unit;
tactical, operating achievements which will contribute to the
overall success at the Participant's level or business unit;
and/or the major strategic milestones achieved by or on behalf of
the Participant, the Participant's business unit or Wells Fargo.
Where appropriate, the Performance Measures should support or
correspond with the financial goals expressed in the annual
business plan for the Participant's level or business unit.
B. Performance Levels
Performance Levels are the designated target, threshold and
maximum levels of performance defined as quantitative goals.
Performance Levels may be assigned based on the achievement of
some or all of the Performance Measures by the end of the Plan
Year, or they may be assigned within each Performance Measure so
that the accomplishment of some elements of the Performance
Measure qualifies for an incentive award. For example, a
Participant's target level of performance may be accomplished if
the Participant satisfies three of his/her Performance Measures by
the
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end of the Plan Year. Alternatively, Performance Levels could
be assigned within a Performance Measure so that the Participant
may earn a percentage of his/her incentive award based on the
achievement of some or all of the elements of the Performance
Measure. The business unit manager is responsible for identifying
the target, threshold and maximum Performance Levels that will be
used to calculate the Participant's incentive award. In
identifying the Performance Levels, the business unit manager is
encouraged to consult with the Participant and/or Human Resources.
All Performance Levels are subject to review at higher levels of
the organization.
1. The target Performance Level should be challenging enough to
motivate performance but not unattainable. It should reflect
good, commendable, on-plan performance.
2. The threshold Performance Level should reflect satisfactory
performance that falls short of the target Performance Level.
3. The maximum Performance Level should reflect performance that
significantly exceeds the expectations of the target
Performance Level.
C. Performance Weighting
Performance Measures may be weighted to correspond with the
Participant's accountability, strategic and tactical priorities,
and the Performance Measure's level of difficulty. The business
unit manager is encouraged to consult with the Participant to
determine the weights, but these decisions are subject to review
at higher levels of the organization.
V. INCENTIVE AWARDS
For purposes of determining a Participant's incentive award under the
Plan, the Participant's performance shall be evaluated as soon as
practicable following completion of the Plan Year. (If the Participant
is ineligible for an incentive award due to a Disqualifying Factor,
then it is not necessary to conduct any further evaluation of the
Performance Objectives.) All awards under the Plan are subject to the
following guidelines:
A. Each Performance Measure is evaluated individually following the
end of the Plan Year. The Participant's incentive award for a Plan
Year is determined by adding the values determined for each
Performance Measure taking into consideration any assigned
weighting. The incentive award should be consistent with the
overall Opportunity Percentage identified for the Participant's
position.
B. A Participant's award may be increased or decreased by up to 15%
of its value, on a discretionary basis by the manager of the
Participant's business unit.
C. Incentive awards are based on the Participant's base salary and
will be paid to the Participant by the end of March following the
end of the Plan Year.
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D. With approval from the Plan Administrator, an incentive award may
be reduced in any amount or denied for unsatisfactory performance.
An incentive award may also be denied if a Participant is
involuntarily terminated before the date that the Participant's
incentive award is paid.
VI. ADMINISTRATION
A. Plan Administrator
The Plan Administrator is the Executive Vice President and
Director of Human Resources. The Plan Administrator has full
discretionary authority to administer and interpret the Plan and
may, at any time, delegate to personnel of Wells Fargo such
responsibilities as he or she considers appropriate to facilitate
the day-to-day administration of the Plan. The Plan Administrator
also has the full discretionary authority to adjust or amend a
Participant's incentive opportunity under the Plan at any time.
B. Plan Year
Participant performance is measured and financial records are kept
on a "Plan Year" basis. The Plan Year is the 12-month period
beginning each January 1 and ending on the following December 31,
unless the Plan is modified, suspended or terminated.
C. Disputes
If a Participant has a dispute regarding his/her incentive award
under the Plan, the Participant should attempt to resolve the
dispute with the manager of his/her business unit. If this is not
successful, the Participant should prepare a written request for
review addressed to the Participant's Human Resources
representative. The request for review should include any facts
supporting the Participant's request as well as any issues or
comments the Participant deems pertinent. The Human Resources
representative will send the Participant a written response
documenting the outcome of this review in writing no later than 60
days following the date of the Participant's written request. (If
additional time is necessary, the Participant shall be notified in
writing.) The determination of this request shall be final and
conclusive upon all persons.
D. Amendment or Termination
The Board of Directors of Wells Fargo & Company (the "Company"),
and the Human Resources Committee of the Board of Directors, the
Company's President, any Vice Chairman, or the Executive Vice
President of Human Resources may amend, suspend or terminate the
Plan at any time, for any reason. No amendment, suspension or
termination of the Plan shall adversely affect a Participant's
incentive award earned under the Plan prior to the effective date
of the amendment, suspension or termination, unless otherwise
agreed to by the Participant.
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VII. MISCELLANEOUS PROVISIONS
A. Leaves of Absence
Incentive awards payable under the Plan should be pro-rated for
Participants who go on a leave of absence provided the Participant
has actively worked at least three months during the Plan Year AND
some or all of the Participant's Performance Objective has been
met. For Participants who receive notice of a qualifying event
under the Wells Fargo & Company Salary Continuation Pay Plan, the
Notice Period (as defined by that plan) should be considered in
determining whether the Participant satisfies the three-month
"actively at work" requirement. Incentive awards will be
determined following the end of the Plan Year.
B. Changes in Employment Status
1. Employees hired after the beginning of the Plan Year may be
eligible to participate in the Plan. Incentive Opportunity
Percentages and Performance Objectives should be designed
accordingly. Where Performance Objectives are impractical to
develop for a partial Plan Year, eligibility should be delayed
until the next Plan Year.
2. If, during the Plan Year, a Participant transfers to another
business unit or receives a promotion to a new position within
Wells Fargo, the Participant's incentive award should be
pro-rated provided the Participant met some or the entire
Performance Objective prior to the transfer or promotion.
Incentive awards will be determined following the end of the
Plan Year.
C. Death or Retirement
In the event of a Participant's death or retirement during the
Plan Year, the Participant's incentive award should be a pro-rata
share of the anticipated final incentive award provided the
Participant actively worked for at least three months during the
Plan Year.
D. Withholding Taxes
Wells Fargo shall deduct from all payments under the Plan an
amount necessary to satisfy federal, state or local tax
withholding requirements.
E. Not an Employment Contract
The Plan is not an employment contract and participation in the
Plan does not alter a Participant's at-will employment
relationship with Wells Fargo. Both the Participant and Wells
Fargo are free to terminate their employment relationship at any
time for any reason. No rights in the Plan may be claimed by any
person whether or not he/she is selected to participate in the
Plan. No person shall acquire any right to an accounting or to
examine the books or the affairs of Wells Fargo.
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F. Assignment
No Participant shall have any right or power to pledge or assign
any rights, privileges, or incentive awards provided for under the
Plan.
G. Unsecured Obligations
Incentive awards under the Plan are unsecured obligations of the
Company.
H. Code of Conduct
Violation of the terms or the spirit of the Plan by the
Participant and/or the Participant's supervisor, and other serious
misconduct, are grounds for disciplinary action, including
disqualification from further participation in the Plan and/or
immediate termination.
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