Exhibit 10(a).
LONG-TERM INCENTIVE COMPENSATION PLAN
(As restated to reflect the two-for-one stock split in the form of a
100% stock dividend distributed on October 10, 1997)
1. Purpose. The purpose of Norwest Corporation's Long-Term Incentive
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Compensation Plan (the "Plan") is to motivate key employees to produce a
superior return to the stockholders of Norwest Corporation 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.
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2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below:
(a) "Affiliate" means any corporation, a majority of the voting stock
or membership interests of which is directly or indirectly owned
by the Corporation, and any partnership designated by the
Committee in which such a corporation is a partner.
(b) "Award" means a grant made under this Plan in the form of
Performance Shares, Restricted Stock, Stock Options, Performance
Units, Stock Appreciation Rights, or Stock.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Committee" means a committee of at least three members of the
Board who are not eligible, and have not at any time within one
year prior to service on the Committee been eligible, to receive
any Award under the Plan or under any other benefit plan of the
Corporation or any of its Affiliates entitling the participants
therein to acquire stock, stock options or stock appreciation
rights of the Corporation or any of its Affiliates.
(e) "Corporation" means Norwest Corporation.
(f) "Employee" means a regular salaried employee (including an officer
or director who is also an employee) of the Corporation or an
Affiliate.
(g) "Fair Market Value" as of any date means the average of the
highest and lowest price of a share of Stock as reported by the
consolidated tape of the New York Stock Exchange for that date. If
there are no Stock transactions reported for said date, the
determination of said average shall be made as of the last
immediately preceding date on which Stock transactions were
reported by said consolidated tape.
(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 Stock" means Stock granted under Section 7 that is
subject to restrictions imposed pursuant to said Section.
(q) "Retirement" means retirement which entitles 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 as said sections may be amended from time
to time.
(r) "Share" means a share of Stock.
(s) "Stock" means the common stock, $1-2/3 par value per share, of the
Corporation.
(t) "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.
(u) "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.
(v) "Term" means the period during which an Option or Stock
Appreciation Right may be exercised or the period during which the
restrictions placed on Restricted Stock are in effect.
2.2 Gender and Number. Except when otherwise indicated by context,
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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
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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
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of Shares that may be issued under this Plan on and after April 23, 1996
(in addition to Shares which prior to April 23, 1996 were subject to
Awards) shall not exceed the sum of (i) the number of Shares available for,
but not yet subject to, an Award as of April 23, 1996, plus (ii) 35,000,000
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.
5. Participation. Participation in the Plan shall be limited to key Employees
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of the Corporation 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
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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
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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
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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
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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
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
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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
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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.
6.6 Termination of Employment. If a Participant ceases to be an Employee
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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 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
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consist of Shares subject to restrictions on transfer, conditions of
forfeiture, and such other terms and conditions as the Committee shall
determine.
7.1 Agreements. An Award of Restricted Stock shall be evidenced by a
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Restricted Stock agreement in such form and not inconsistent with this
Plan as the Committee shall approve from time to time, which shall
include the following terms and conditions:
(a) Restrictions. A statement of the terms, conditions, and
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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. 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.
(b) Lapse of Restrictions. A statement of the terms and any other
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conditions upon which any restrictions upon Restricted Stock
awarded shall lapse, as determined by the Committee. Upon the
lapse of the restrictions, Shares free of restrictive legend, if
any, shall be issued to the Participant or his Successor.
7.2 Nontransferability. Restricted Stock awarded, and the right to vote
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such Restricted Stock and to receive dividends thereon, may not be
sold, 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.
7.3 Termination of Employment. If a Participant ceases to be an Employee
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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.
7.4 Certificates. Each certificate issued in respect to an Award of
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Restricted Stock shall be deposited with the Corporation 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 an Agreement entered
into between the registered owner and Norwest Corporation.
Release
from such terms and conditions shall obtain only in accordance
with the provisions of the Plan and Agreement, a copy of each of
which is on file in the office of the Secretary of Norwest
Corporation."
8. Stock Awards. Awards of Stock without restrictions may be made according to
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terms and conditions established by the Committee.
9. Stock Options.
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9.1 Agreements. An Award of an Option shall be evidenced by an Option
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agreement in such form and not inconsistent with the Plan as the
Committee shall approve from time to time, which shall include the
following terms and conditions:
(a) Type of Option; Number of Shares. A statement identifying the
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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
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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
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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
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Shares with respect to which an Option is exercised shall be payable
at the time of exercise in accordance with procedures established by
the Corporation. 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.
(e) Nontransferability. Each Option agreement shall state that the
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Option is not transferable other than by will or the laws of descent
and distribution, and during the lifetime of the Participant is
exercisable only by him or by his guardian or legal representative.
(f) Incentive Stock Options. In the case of an Incentive Stock
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Option, each Option agreement 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.
9.2 Termination of Employment Due to Death, Disability, or Retirement.
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(a) If a Participant ceases to be an Employee by reason of his death,
permanent disability or Retirement, all Options outstanding shall
become immediately exercisable and remain exercisable to the
extent and for such period or periods determined by the Committee
but not beyond the expiration date of said Options.
(b) If a Participant ceases to be an Employee by reason of his death,
permanent disability or Retirement, all outstanding Stock
Appreciation Rights granted in conjunction with Options shall
become immediately exercisable and remain exercisable to the
extent and for such period or periods determined by the Committee
but not beyond the expiration date of said Stock Appreciation
Rights.
9.3 Termination of Employment for Reasons Other Than Death, Disability, or
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Retirement. Except as otherwise determined by the Committee, in the
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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.
10. Stock Appreciation Rights. An Award of a Stock Appreciation Right shall
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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.
10.1 Agreement. An Award of a Stock Appreciation Right shall be evidenced
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by a Stock Appreciation Right agreement in such form and not
inconsistent with this Plan as the Committee shall approve from time
to time, which 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.
10.2 Termination of Employment Due to Death, Disability, or Retirement. If
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a Participant ceases to be an Employee by reason of his death,
permanent disability or Retirement, all Stock Appreciation Rights then
outstanding which were granted independent of any Option shall become
immediately exercisable and remain exercisable to the extent and for
such period or periods determined by the Committee but not beyond the
expiration date of said Stock Appreciation Rights.
10.3 Termination of Employment for Reasons Other Than Death, Disability, or
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Retirement. Except as otherwise determined by the Committee, in the
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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.
10.4 Payment. Upon exercise of a Stock Appreciation Right, payment shall
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be made in the form of cash or Stock or some combination thereof as
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.
11. Nontransferability of Rights. No rights under any Award will be
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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 him or his guardian or legal
representative.
12. Termination of Employment.
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12.1 Transfers of employment between the Corporation and an Affiliate, or
between Affiliates, will not constitute termination of employment for
purposes of any Award.
12.2 The Committee may specify in the agreement relating to an Award
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.
13. Reorganization. If substantially all of the assets of the Corporation are
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acquired by another corporation or in case of a reorganization of the
Corporation involving the acquisition of the Corporation 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 shall lapse
immediately prior to the consummation of the transaction.
(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 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.
14. Board Changes. On the date that a majority of the Board shall be persons
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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 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.
15. Effective Date of the Plan.
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15.1 Effective Date. The Plan shall become effective as of September 25,
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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 Corporation.
15.2 Duration of the Plan. The Plan shall remain in effect until all Stock
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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 granted under this Plan shall
lapse, or until the Performance Cycle for any Performance Shares or
Performance Units awarded under this Plan shall end.
16. Right to Terminate Employment. Nothing in the Plan shall confer upon any
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Participant the right to continue in the employment of the Corporation or
any Affiliate or affect any right which the Corporation or any Affiliate
may have to terminate employment of the Participant.
17. Withholding Taxes. The Corporation and its Affiliates shall have the right
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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.
18. Deferral of Payments. The Corporation may, from time to time, establish
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rules and conditions under which a Participant may defer the payment of
Awards.
Such terms and conditions shall be included in a deferral agreement signed
by a Participant electing such deferral.
19. Amendment, Modification and Termination of the Plan. The Board or
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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 Corporation, effect any change (other than through
adjustment for changes in capitalization as provided in Section 20) 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 20 does not adversely affect any right.
20. Adjustment for Changes in Capitalization. Any change in the number of
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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.
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
WITH RIGHT TO ACQUIRE ACCELERATED OWNERSHIP STOCK OPTION
GRANT DATE: ________
EMPLOYEE'S NAME
1. GRANT OF OPTION - GRANT. The Corporation has granted the Employee a Non-
Qualified Stock Option ("Option") to purchase _____ Shares of the Corporation's
common stock ("Stock").
2. OPTION PURCHASE PRICE. The Option purchase price is $________per Share.
3. TERM AND EXERCISE OF OPTION. The Option will become exercisable in
increments over a period of three years as indicated in the grant letter or
grant summary included with this Agreement. The Option will expire on
______________ as to all Shares subject to the Option. The Option may be
exercised between the vesting date and the expiration date of the Option
provided you are continuously employed by the Corporation or an Affiliate
("Norwest"). If your employment with Norwest is terminated, the Option may be
exercised only as described in paragraph 4 below. While you are alive, the
Option may be exercised only by you or your guardian or legal representative.
To exercise all or part of the Option, deliver a "Notice of Exercise" to the
Norwest Corporation Stock Option Administrator, Norwest Center, Sixth and
Marquette, Minneapolis, MN 55479-1037, specifying the number of whole Shares you
wish to purchase. You must pay the total Option price for that number of Shares
on the day that you exercise either (a) in cash or (b) in whole Shares of Stock
valued at its Fair Market Value on the date of exercise (except that cash may be
used to buy up to the next whole Share). If Stock is used to pay the purchase
price, the Stock used must have been owned by you for at least six months prior
to the date of exercise and must not have been used in a stock-for-stock swap
transaction within the preceding six months.
4. RETIREMENT, DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT. If you
retire from Norwest and are entitled 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 then (a) any increment of the Option that
vests within one year from the date of such retirement will immediately vest and
be exercisable until one year after your date of death or until the Option
expires, whichever occurs first and (b) any increment of the Option that vests
more than one year from the date of such retirement will be cancelled effective
as of the date of such retirement. If you become permanently disabled while you
are employed by Norwest, then your entire Option is immediately vested and
exercisable and will remain exercisable until one year after your date of death
or until the Option expires, whichever occurs first. If you die while you are
employed by Norwest, then the entire Option is immediately vested and
exercisable, and the legal representative of your estate or the person who
inherited the Option may exercise the Option until one year after your date of
death or until the Option expires, whichever occurs first.
If you leave Norwest's employment for any reason other than death, permanent
disability, Retirement, or discharge for cause, you may exercise through the
last business day of the month following the month in which your termination of
employment occurs, that part of the Option which was exercisable on the date of
termination. If you are discharged for cause, the Option will expire upon
receipt by you of oral or written notice of termination. Termination of
employment does not include a leave of absence approved by the Committee.
5. WITHHOLDING TAXES. When you exercise this Option, you agree to pay all
required withholding taxes to your Norwest employer. Income taxes are computed
based on the difference between the Fair Market Value (the average of the
highest and lowest prices of Norwest common stock) of the Shares acquired on the
date of exercise and the Option price for those Shares. Taxes may be paid
either in cash or, if you elect, by having the Corporation withhold from the
Shares to be issued a number of shares (valued at their Fair Market Value on the
date of exercise) necessary to satisfy the taxes. The Corporation is not
obligated to deliver the Shares until withholding obligations are met.
6. AWARD OF ACCELERATED OWNERSHIP NON-QUALIFIED STOCK OPTION ("AO"). If you
exercise this Option while you are employed by Norwest and pay the purchase
price in Stock, you are hereby granted an AO at the Fair Market Value on the
date of such exercise. The AO grant equals the number of whole Shares used in
the swap exercise to pay the purchase price plus a number of Shares with respect
to taxes payable upon exercise, determined in accordance with procedures
approved by the Committee which take into account estimated incremental tax
rates. Subject to the provisions of paragraphs 3 and 4, the AO may be exercised
between the date of grant and the date of expiration of this Option. The AO
shall be evidenced by an agreement containing such other terms and conditions as
the Committee approves. No AO is granted if the Option is exercised after your
Retirement, permanent disability, death or other termination of employment.
7. TRANSFERABILITY OF OPTION. This Option may be transferred only by will or
the laws of descent and distribution.
8. NO AGREEMENT FOR NORWEST TO CONTINUE YOUR EMPLOYMENT. Nothing in this
Agreement gives you any right to continued employment and Norwest may terminate
you at any time for any reason.
9. GENERAL RESTRICTIONS. The Corporation may delay the exercise of any Option
if it determines that (a) the Shares subject to the Option should be listed,
registered or qualified on any securities exchange or under any law, or (b) the
consent of a regulatory body is desirable.
10. ADDITIONAL PROVISIONS AND INTERPRETATION OF THIS AGREEMENT. This Agreement
is subject to the provisions of the Plan. Capitalized terms not defined in this
Agreement are used as defined in the Plan. If the Plan and this Agreement are
inconsistent, provisions of the Plan will govern. Interpretations of the Plan
and this Agreement by the Committee are binding on you and the Corporation.
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
FORM OF RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement") between Norwest Corporation
(the "Corporation") and ________________________ (the "Participant") is dated as
of _________________. The purpose of this Agreement is to implement the
Corporation's Long-Term Incentive Compensation Plan ("Plan").
1. GRANT - Grant Number: RS....... The Corporation hereby grants Participant
________ shares of the Corporation's Restricted Stock (the "Restricted
Stock Grant") subject to the terms of this Agreement.
2. Transfer Restriction Participant may not sell, assign, pledge, encumber or
otherwise transfer any of the shares of the Restricted Stock Grant until
the Restriction Lapse described in paragraph 3 below ("Transfer
Restriction"). Prior to the Restriction Lapse, any stock certificates
issued to Participant for the Restricted Stock Grant shall be in the sole
custody of the Corporation and shall 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 an Agreement entered into between the
registered owner and Norwest Corporation. Release from such terms and
conditions shall be obtained only in accordance with the provisions of
the Plan and Agreement, a copy of each of which is on file in the
office of the Secretary of Norwest Corporation."
3. Restriction Lapse Subject to the terms of the Plan, the Transfer
Restriction on the Restricted Stock Grant shall lapse in accordance with
the following schedule (if not forfeited prior to that date):
(a) thirty percent of the Restricted Stock Grant (rounded down to the
nearest whole share) on the third anniversary of the grant
(_________________); and
(b) an additional thirty percent of the Restricted Stock Grant
(rounded down to the nearest whole share) on the fourth
anniversary of the grant (_________________); and
(c) the remainder of the Restricted Stock Grant on the fifth
anniversary of the grant (_________________)
Provided, however, that if Participant is an Employee immediately prior to
a reorganization as described in Section 13 of the Plan, the Transfer
Restriction shall lapse immediately prior to the consummation of the
reorganization for the entire Restricted Stock Grant. In addition, if
Participant is an Employee immediately prior to a change in the Board as
described in Section 14 of the Plan and thereafter within six months after
said change in the Board terminates his or her employment with the
Corporation or an Affiliate for any reason other than death, permanent
disability or Retirement, the Transfer Restriction shall lapse on said
termination date for the entire Restricted Stock Grant.
Upon lapse of the Transfer Restriction, the stock certificates issued to
Participant for said shares shall be free of the legend described in
paragraph 2 above .
4. Forfeiture Participant's right to retain the Restricted Stock Grant, or any
portion thereof, is subject to his/her continuous employment by the
Corporation or an Affiliate until the Restriction Lapse. If Participant's
employment by the Corporation or an Affiliate terminates for any reason
prior to the Restriction Lapse, the Restricted Stock Grant (or the relevant
portion(s) thereof) shall be forfeited and revert to the Corporation.
However, no such forfeiture shall occur if the termination of the
Participant's employment:
(a) is due to the Participant's death; or
(b) is due to the Participant's retirement where Participant retires
under circumstances which entitle 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 as said sections may be amended from time to time;
or
(c) occurs under circumstances by which the Participant is eligible
for a long-term disability benefit under the Corporation's Long
Term Disability Plan or its successor.
5. Voting Power and Taxes Prior to the earlier of the Restriction Lapse or
forfeiture of the Restricted Stock Grant, Participant shall have voting
power with respect to said shares and shall receive dividends thereon. Any
dividends or other distributions with respect to the Restricted Stock Grant
which are payable in Stock shall be subject to the same restrictions then
applicable to the Restricted Stock Grant and shall thereafter be considered
Restricted Stock for purposes of this Agreement. If Participant recognizes
ordinary income on the Restricted Stock Grant or any related payments, it
may be necessary to withhold income taxes and social security taxes.
Participant agrees to pay the Corporation or its Affiliate to satisfy any
withholding obligations. Payment may be made by Participant in cash or, at
Participant's election, the Corporation may withhold from the Shares to be
issued the number of Shares (based on the Fair Market Value of the Stock as
of the date of the Restriction Lapse) that would satisfy the withholding
taxes due (except that any fractional share amount shall be paid by the
Participant in cash). The Corporation will not be obligated to deliver any
stock certificates for said Shares until withholding obligations are met.
6. Definitions Capitalized terms not otherwise defined herein are used as
defined in the Corporation's Long-Term Incentive Compensation Plan, as
amended (the "Plan").
7. This Agreement is subject to the Plan and to the extent this Agreement and
the Plan are inconsistent, the Plan shall govern. Nothing in this Agreement
shall interfere with or limit in any way the right of the Corporation or
any of its Affiliates to terminate Participant's employment at any time,
nor confer upon Participant any right to continue in the employ of the
Corporation or any of its Affiliates.
8. This Agreement, together with the Plan, as amended, is the entire Agreement
between the Participant and the Corporation with regard to the Restricted
Stock Grant and may not be modified except in writing, signed by both
parties hereto. This Agreement is binding on the parties hereto and their
respective successors and assigns. It is governed and construed in
accordance with the laws of Minnesota.
IN WITNESS WHEREOF, the Participant and the Corporation have executed this
Agreement as of the date above.
NORWEST CORPORATION
By:
Its:_________________________
_____________________________ _____________________________
Participant Dated