EXHIBIT 10(hh)
WELLS FARGO & COMPANY
PARTNERSHARES STOCK OPTION PLAN
(includes amendments through February 26, 2002)
ARTICLE I
PURPOSE OF THE PLAN
The Wells Fargo & Company PartnerShares Stock Option Plan is intended
to enhance the profitability and value of the Company by providing
performance-based incentives and additional equity ownership opportunities to
Eligible Employees of the Company and its Affiliates.
ARTICLE II
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 GENERAL DEFINITIONS. As used herein, the following
capitalized terms have the following respective meanings.
(A) "AFFILIATE" means any corporation or limited liability
company, a majority of the voting stock or membership interest
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 any Option and any Stock Right granted to an
Eligible Employee pursuant to Section 6.1 of the Plan,
including all rights and interests that arise out of or are
otherwise related to such Option or Stock Right.
(C) "AWARD NOTICE" means the document or other communication
provided to or otherwise made available to a Participant which
describes the Award granted to the Participant and sets forth
the terms, conditions and restrictions specific to the Award.
(D) "BOARD" means the Company's board of directors.
(E) "COMMITTEE" means any PartnerShares Committee or PartnerShares
Committees, each consisting of one or more members of the
Board, as designated from time to time by the Board to
administer the Plan.
(F) "COMMON STOCK" means the Company's common stock, par value
$1-2/3 per share.
(G) "COMPANY" means Wells Fargo & Company.
(H) "DISABILITY" means a disability which would entitle a
Participant to receive a disability benefit under any
long-term disability plan maintained by the Company or an
Affiliate, as from time to time in effect, whether or not the
Participant is then participating in such plan.
(I) "ELIGIBLE EMPLOYEE" means, unless otherwise provided herein,
any employee of the Company or an Affiliate other than (i) an
employee who is subject to Section 16 of the Securities
Exchange Act of 1934, as amended from time to time, (ii ) a
leased employee, (iii ) any person classified by the Company
or an Affiliate as an independent contractor as of the date of
an Award regardless of whether the person is subsequently
determined by any court or governmental agency to then have
been an employee , and (iv) any other employees excluded by
the Committee in its discretion. Notwithstanding the
foregoing, the definition of Eligible Employee in effect at
the time of any prior Award shall apply to that Award. If a
Participant's employer ceases to be an Affiliate, the
Participant shall thereupon cease to be an Eligible Employee
and a Participant.
(J) "FAIR MARKET VALUE" as of any date means the immediately
preceding trading day's New York Stock Exchange-only closing
price of a share of Common Stock.
(K) "OPTION" means an option granted under the Plan to purchase
shares of Common Stock and having such terms, conditions and
restrictions as the Committee determines.
(L) "PARTICIPANT" means an Eligible Employee who is granted an
Award under the Plan.
(M) "PLAN" means the Wells Fargo & Company PartnerShares Stock
Option Plan, as amended from time to time.
(N) "RETIREMENT" means termination of employment after reaching
the earlier of (i) age 55 with 10 completed years of service,
or (ii) age 65, or (iii) 80 points (with one point credited
for each completed age year and one point credited for each
completed year of service). 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.
(O) "SHARE" means a share of Common Stock.
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(P) "STOCK RIGHT" means an award under the Plan of Common Stock or
cash measured by the value of Common Stock and in each case
subject to such terms, conditions and restrictions as the
Committee determines.
2.2 OTHER DEFINITIONS. Other capitalized terms used herein and
not defined above are defined where they first appear.
2.3 CONFLICTING PROVISIONS. In the event of any conflict or
other inconsistency between the terms of the Plan and the terms of any Award
Notice, the terms of the Plan will control.
ARTICLE III
SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN
3.1 NUMBER OF SHARES. An aggregate of 74,000,000 Shares (as
adjusted to reflect a 1997 stock split, consisting of 14,000,000 Shares
authorized on July 23, 1996, 24,000,000 Shares authorized on September 23, 1997,
24,000,000 Shares authorized on November 2, 1998, 5,000,000 Shares authorized on
September 26, 2000, and 7,000,000 Shares authorized on February 26, 2002) are
available for Awards and as a basis for calculating Awards under the Plan.
Shares issued with respect to Awards may be treasury or new issue Common Stock
or a combination of treasury or new issue Common Stock, as the Company
determines.
3.2 REUSAGE OF SHARES. Shares identified with Awards that for any
reason terminate or expire unexercised will thereafter be available for other
Awards under the Plan. Shares that are used to pay any portion of the purchase
price of an Award or any portion of a Participant's income tax withholding
resulting from an Award, and Shares used as a basis for calculating cash amounts
that are used to pay any portion of the purchase price of an Award or any
portion of a Participant's income tax withholding resulting from an Award, will
also thereafter be available for Awards or as a basis for calculating Awards
under the Plan.
3.3 ADJUSTMENTS. Any change in the number of outstanding shares of
Common Stock occurring by reason of a stock split, stock dividend, spin-off,
split-up, recapitalization or other similar event will be reflected
proportionally in (a) the aggregate number of Shares available for Awards under
the Plan as set forth in Section 3.1, (b) the number of Shares identified with
Awards then outstanding, and (c) the purchase price and such other terms, as
appropriate, of Awards then outstanding. The number of Shares, if any,
identified with an Award, after giving effect to any such adjustment, will be
rounded down to the nearest whole Share, and the purchase price of each Award,
after giving effect to any such adjustment, will be rounded down to the nearest
whole cent.
ARTICLE IV
PARTICIPATION IN THE PLAN
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The Committee will have discretionary authority to select Participants
from among Eligible Employees and determine the Award or Awards each Participant
will receive. The Award or Awards to each Participant need not be identical. In
making such selections and determinations, the Committee will consider such
factors as it deems relevant to effect the purpose of the Plan. No Eligible
Employee will be entitled to receive any additional Awards or otherwise further
participate in the Plan solely because the Eligible Employee was previously
granted an Award.
ARTICLE V
ADMINISTRATION OF THE PLAN
Subject to the terms of the Plan, the Committee: (a) will have
discretionary authority to determine which Eligible Employees will be
Participants to whom Awards will be granted, the type and amount of each Award
to be granted, the date of issuance and duration of each Award, the purchase
price of each Award, and such other Award terms, conditions and restrictions and
any subsequent amendments to the terms, conditions and restrictions as the
Committee deems advisable; (b) may adopt such rules or guidelines as it deems
appropriate to determine Eligible Employees, Participants, the terms of Awards
and what other conditions or restrictions should apply to Awards made under the
Plan; and (c) shall have the sole authority and responsibility to interpret and
construe the terms of the Plan, including but not limited to, the entitlement of
employees, Participants and beneficiaries to Options and Shares under the Plan.
ARTICLE VI
AWARDS
6.1 TYPES. The Committee may grant Options and Stock Rights under
the Plan having such terms, conditions and restrictions as the Committee
determines.
6.2. PRICE. The Committee will determine the purchase price of each
Share subject to an Option, PROVIDED that such purchase price will not be less
than the Fair Market Value on the date the Option is granted and in any event
will not be less than the par value of the Share subject to the Option.
6.3 EXERCISE TERM. The Committee will determine the term of each
Award, PROVIDED that (a) no Award will be exercisable after ten years from the
date of grant, (b) no Award will be exercisable unless a registration statement
for the Shares, if any, underlying the Award is then in effect under the
Securities Act of 1933, as amended, or unless in the opinion of legal counsel
registration under such Act is not required, (c) except pursuant to Section 7.3
of the Plan or as determined by the Committee in the case of death, Disability
or Retirement pursuant to Section 7.1.1 of the Plan, no Award shall become
exercisable within six months after the date of grant, and (d) the Committee may
delay exercise of an Award to the extent the Committee deems it in the best
interests of the Company.
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6.4 PAYMENT OF PURCHASE PRICE. Upon exercise of an Option or Stock
Right that requires a payment from the Participant to the Company, the amount
due the Company must be paid by cash unless the Committee determines otherwise.
The Committee may, either at the time an Option is granted or any time before it
is exercised, subject to such limitations as the Committee may determine,
authorize payment of the Option purchase price by delivery to the Company of
irrevocable instructions to a broker, or some other communication as is
authorized by the Company's Executive Vice President of Human Resources,
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
the exercise of the Option.
6.5 AWARD NOTICE. Each Award will be evidenced by an Award Notice
containing the following: (a) the terms, conditions and restrictions of the
Award; (b) if an Option, the purchase price and acceptable methods of payment of
the purchase price; (c) the Award's duration; (d) the effect on the Award of the
Participant's death, Disability, Retirement or other termination of employment;
and (c) the restrictions against transfer, if any, on the Award or the Shares
subject to the Award. The form of the Award Notice may be different for each
Option grant or other Award.
6.6 WITHHOLDING TAXES. The Company and its Affiliates have the
right to withhold, at the time any distribution is made under the Plan, whether
in cash or in Shares, or at the time any Award is exercised, all amounts
necessary to satisfy federal, state and local withholding requirements related
to such distribution or exercise. Any required withholding may be satisfied by
cash or, if permitted by the Committee, by the Company's withholding of Shares
having a Fair Market Value equal to the amount required to be withheld.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 TERMINATION OF EMPLOYMENT.
7.1.1 DUE TO DEATH, DISABILITY OR RETIREMENT. If a Participant
ceases to be an Eligible Employee by reason of the Participant's Disability or
Retirement, the Participant's Awards will be exercisable for such period or
periods as the Committee determines. If a Participant ceases to be an Eligible
Employee by reason of the Participant's death, the person or persons surviving
at the time of the Participant's death in the first of the following classes of
beneficiaries in which there is a survivor, shall be entitled to exercise the
Participant's Awards for such period or periods as the Committee determines. If
a person in the class surviving dies before exercising the Participant's Awards,
that person's right to receive and exercise the Awards will lapse and the
exercise entitlement will be determined as if that person predeceased the
Participant.
(a) Participant's surviving spouse;
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(b) Equally to the Participant's children, except that if any
of the Participant's children predecease the Participant
but leave descendants surviving, such descendants shall
take by right of representation the share their parent
would have taken if living;
(c) Participant's surviving parents equally;
(d) Participant's surviving brothers and sisters equally; or
(e) Representative of the Participant's estate.
7.1.2 OTHER THAN DUE TO DEATH, DISABILITY OR RETIREMENT.
Except as otherwise determined by the Committee, if a Participant ceases to be
an Eligible Employee for any reason other than death, Disability or Retirement,
including because the Participant's employer is no longer an Affiliate, all of
the Participant's Awards will terminate without notice of any kind.
7.1.3 INTERCOMPANY TRANSFERS. Transfers of a Participant's
employment between the Company and an Affiliate or between Affiliates will not
by itself constitute termination of the Participant's Eligible Employee status
for purposes of any Award.
7.2 NONTRANSFERABILITY. Except as otherwise determined by the
Committee, (a) an Award may be exercised during a Participant's lifetime only by
the Participant or the Participant's legal guardian or legal representative, (b)
an Award may be exercised after the Participant's death only as provided in
Section 7.1.1 of the Plan, and (c) no Award may be assigned or otherwise
transferred by the Participant to whom it was granted.
7.3 CHANGE IN CONTROL. On the date that (a) substantially all of
the assets of the Company are acquired by another corporation, (b) there is a
reorganization of the Company involving an acquisition of the Company by another
entity, or (c) a majority of the Board shall be persons other than persons
(i) for whose election proxies shall have been solicited by the Board or
(ii) 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 (1) all Options and other Awards that require
exercise by Participants and/or payment by Participants to the Company will
become immediately exercisable in full and (2) with respect to all other Awards,
all conditions or restrictions to the receipt thereof will immediately
terminate.
7.4 NO EMPLOYMENT CONTRACT. Neither the adoption of the Plan nor
the grant of any Award will (a) confer upon any Eligible Employee any right to
continued employment with the Company or any Affiliate or (b) interfere in any
way with the right of the Company or any Affiliate to terminate at any time the
employment of any Eligible Employee.
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7.5 AMENDMENT OR TERMINATION OF PLAN. The Board or the Human
Resources Committee of the Board may at any time terminate, suspend or amend the
Plan.
7.6 DURATION OF THE PLAN. The Plan will become effective upon its
approval by the Board and, unless earlier terminated, will remain in effect
until all Shares available for issuance under the Plan have been issued.
7.7 RESERVATION OF BOARD AUTHORITY. Any action under the Plan
required or permitted to be taken by the Committee may be taken by the Board or
any other duly authorized committee of the Board.
7/23/96
9/23/97
10/2/97
11/3/98
10/1/00
10/31/00
2/26/02
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