WELLS FARGO & COMPANY
1999 DIRECTORS FORMULA STOCK AWARD PLAN
(Effective April 27, 1999)
l. PURPOSE. The purpose of the Wells Fargo & Company 1999 Directors
Formula Stock Award Plan (the "Plan") is to provide compensation in the form of
shares of the Company's common stock, $1 2/3 par value per share ("Common
Stock"), to non-employee members of the Board of Directors (the "Board") of
Wells Fargo & Company (the "Company") in consideration for personal services
rendered in their capacity as directors of the Company. The Plan replaces the
Wells Fargo & Company Directors Formula Stock Award Plan to provide compensation
for non-employee directors' services rendered on or after January 1, 1999. The
Plan is intended to aid in attracting and retaining individuals of outstanding
abilities and skills for service on the Board.
2. FORMULA AWARD. In consideration for past services rendered, commencing
with the annual meeting of stockholders in 1999, each non-employee director of
the Company shall, as of the date indicated but subject to the terms stated
below, automatically receive that number of shares of Common Stock having the
aggregate fair market value hereinafter stated, rounded up to the next whole
share.
a. CONDITION TO ALL AWARDS. To be eligible to receive each award provided
below, a non-employee director shall have attended at least one Board meeting as
a non-employee director on or prior to the date as of which such award is
payable. A non-employee director who does not meet this condition shall be
eligible to receive the award provided as of the next succeeding date such
awards are payable.
b. ELECTION AT ANNUAL MEETING. A non-employee director who has served as
a director of the Company for at least the entire month of April in each year
and is elected to the Board by the stockholders of the Company at the annual
meeting held in such month shall receive as of the date of the meeting Common
Stock with an aggregate fair market value of $32,000 as of such date.
c. AFTER ANNUAL MEETING THROUGH SEPTEMBER 30. A non-employee director who
first joins the Board after the annual meeting of stockholders in each year but
on or before September 30 in such year shall receive as of such September 30
Common Stock with an aggregate fair market value of $32,000 as of such date.
d. OCTOBER 1 THROUGH MARCH 31. A non-employee director who first joins
the Board on or after October 1 in each year but on or before March 31 in the
following year shall receive as of the date of the next succeeding annual
meeting of stockholders Common Stock with an aggregate fair market value of
$16,000 as of such date.
e. VALUATION. The fair market value shall be determined using the closing
price of a share of Common Stock as reported on the consolidated tape of the New
York Stock Exchange for the trading day immediately preceding the date as of
which the determination is made.
3. DEFERRAL OF AWARDS. Any director may elect to defer under the terms of
the 1999 Deferral Plan for Directors, in the form of shares of Common Stock, all
or a portion of the Common Stock such director has a right to receive under the
Plan by making an election pursuant to the terms of the 1999 Deferral Plan for
Directors.
4. SHARES AVAILABLE FOR AWARDS. Subject to Section 5, no more than
200,000 shares of Common Stock may be awarded under the Plan. These shares may
consist, in whole or in part, of authorized but unissued Common Stock or
treasury Common Stock not reserved for any other purpose.
5. ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION. If the Company
shall at any time increase or decrease the number of its outstanding shares of
Common Stock or change in any way the rights and privileges of such shares by
means of the payment of a stock dividend or any other distribution upon such
shares payable in Common Stock, or through a stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving the
Common Stock, then the numbers, rights, and privileges of the shares issuable
under the Plan shall be increased, decreased, or changed in like manner as if
such shares had been issued and outstanding, fully paid, and nonassessable at
the time of such occurrence.
6. EFFECTIVE DATE. The Plan shall become effective on April 27, 1999.
7. NO GUARANTEE OF SERVICE. Participation in the Plan does not constitute
a guarantee or contract of service as a director.
8. NON-ASSIGNABILITY. No right to receive an award hereunder shall be
transferable or assignable by a Plan participant other than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended, Title I of the
Employee Retirement Income Security Act ("ERISA"), or rules thereunder. The
designation of a beneficiary by a participant pursuant to the terms of the 1999
Deferral Plan for Directors does not constitute a transfer.
9. ADMINISTRATION. The Plan shall be administered under such rules and
procedures as shall be established from time to time by the Company's senior
human resources officer.
10. AMENDMENT AND TERMINATION. The Plan may be amended, suspended or
terminated by action of the Board or the Board Affairs Committee, or any
successor committee, of the Board and automatically shall be terminated when all
Common Stock subject to the Plan has been awarded; provided, however, that (a)
the provisions of the Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, ERISA, or the
rules thereunder; (b) if the Plan has been approved by the stockholders of the
Company, any amendment shall be similarly approved if the amendment would (i)
materially increase the benefits accruing to participants under the Plan; or
(ii) materially increase the number of securities which may be issued under the
Plan; or (iii) materially modify the
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requirements as to eligibility for participation in the Plan; and (c) if at
the time of any such proposed amendment, suspension or termination, any
member of such committee does not satisfy the requirements applicable to
committee approval contained in regulations of the Securities and Exchange
Commission promulgated under Section 16 of the Securities Exchange Act of
1934, and applicable interpretations thereof, any such amendment, suspension
or termination must be approved by the Board.