exv10wc






Exhibit 10(c)



	 	 	 
	

	 	WELLS FARGO BONUS PLAN





The Plan is amended effective January 1, 2009 and supersedes the Wells
Fargo Bonus Plan originally effective January 1, 2000, subsequently clarified
effective January 1, 2004 and January 1, 2006, and amended and restated
effective January 1, 2008. Participants, incentive opportunities and
Performance Measures shall be identified annually.









 









 








PURPOSE OF THE PLAN



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
accountability for appropriate risk management and full compliance with applicable laws and
regulations, as well as individual and team contributions through the measurement of
meaningful performance goals that are consistent with Wells Fargo’s corporate and business
unit objectives.



The terms of the Plan are intended to comply with the requirements under any applicable law,
including the Emergency Economic Stabilization Act of 2008, as amended (“EESA”). In the
event the terms of the Plan are impacted by the provisions of EESA and the rules,
regulations and guidance issued thereunder or any other applicable law, a Participant’s
rights to or receipt of compensation under the Plan may be modified, recovered or limited to
ensure compliance.



This document is comprised of three sections:





	 	1.	 	Plan Eligibility

	 
	 	2.	 	Plan Components

	 
	 	3.	 	Plan Administration





For questions related to this document, policies or the administration of the Plan, please
contact your Human Resources representative.




PLAN ELIGIBILITY





	A.	 	Plan Eligibility

	 
	 	 	Subject to the following proviso, a select group of Wells Fargo management,
supervisors and individual contributors who are in a position to control or influence
business results are eligible to participate in the Plan (“Participants”); provided,
however, that any individual who on the last day of a Plan Year is an “officer” as
determined by Wells & Company’s Board of Directors for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, shall not be eligible to participate in
the Plan for that Plan Year even if he or she was previously identified for
participation for that Plan Year. 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 cash incentive compensation under any other plan or
written agreement with Wells Fargo. Therefore, Plan Participants who participate in
any other Wells Fargo-sponsored cash incentive compensation plan are not eligible to
receive an award under this Plan.

	 
	B.	 	Plan Qualifiers.





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	 	 	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.







	 	1.	 	A Plan Participant 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, unless otherwise noted below or in the Plan Administration section. 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. Exceptions may be made 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 the leave of absence or
death or retirement policies in the Plan Administration section.

	 
	 	2.	 	A Plan Participant must receive a performance rating of 3 or
greater for the applicable Plan Year to be considered for an incentive award,
unless approved for consideration by the Operating Committee member and Senior
Human Resources Leader for the team member’s business group.

	 
	 	3.	 	The Corporate EPS (Earnings Per Share) threshold must be met for
payout to occur under this Plan. If the threshold Corporate EPS is not met, no
bonuses will be earned unless specifically authorized by the Human Resources
Committee of the Wells Fargo Board of Directors (HRC). In addition, if Wells
Fargo achieves or exceeds the Corporate EPS threshold, the HRC reserves the
authority to adjust bonuses, up or down, in its discretion.







	 	 	Business unit managers should work with their HR representative to identify any other
Disqualifying Factors that may impact a Participant’s eligibility under the Plan.

	 
	 	 	In addition to the Disqualifying Factors described above, a Participant’s incentive
opportunity under the Plan may be adjusted or denied, regardless of meeting
individual Performance Measures or the Corporate EPS threshold, for unsatisfactory
performance or non-compliance with or violation of Wells Fargo’s:







	 	1.	 	Code of Ethics and Business Conduct;

	 
	 	2.	 	Information Security Policy, and/or

	 
	 	3.	 	Compliance and Risk Management Accountability Policy.






PLAN COMPONENTS




	 	 	 
	Award 

Opportunity

	 	Business unit managers, working with Human Resources, shall establish an
incentive target for each Participant’s position.
	 
	 	 
	 

	 	The incentive opportunity should be a range around the target:






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	 	•    Threshold   - 50% of the target award

- Satisfactory performance that falls short
of target.

	 
	 	 
	 

	 	•    Target         -100% of the target award

- Good, commendable on plan
performance.

	 
	 	 
	 

	 	•    Maximum   - 150% of target award

- Performance that exceeds expectations.

	 
	 	 
	Performance Measures

	 	A Performance Measure defines the action or resultant performance expected of a
Participant in a given Plan Year.


Performance Measures may vary from year to year, from position to position or
from one Participant to another. Typically each Participant should have three
to five measures set by their business unit manager.




The Performance Measures should be indicators of the expected:

	 
	 	 
	 

	 	1.    Overall financial success at the Participant’s level or of the Participant’s
business unit


	 
	 	 
	 

	 	2.    Tactical, operation achievements which will contribute to the overall success
at the Participant’s level or business unit


	 
	 	 
	 

	 	and/or
	 
	 	 
	 

	 	3.    Major strategic milestones achieve by or on behalf of the Participant, the
Participant’s business unit or Wells Fargo


	 
	 	 
	Performance 

Measures

(continued)

	 	The business unit manager is responsible for defining the Performance Measures
within the Plan. The business unit manager is encouraged to consult with the
Participant and Human Resources in identifying the Performance Measures.


Performance Measures should be established for each Participant to be effective
as of the beginning of the Plan Year. All Performance Measures and Award
recommendations are subject to review and modification at higher levels of the
organization.

	 
	 	 
	 

	 	Some characteristics of Performance Measures:
	 
	 	 
	 

	 	•    The Performance Measures should include identifiable activities and/or
results for each level of achievement. Most Performance Measures (commonly
referred to as “MBOs” or Management Business Objectives) should have at least
three defined Performance Levels: Threshold, Target and Maximum.








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	 	•    At least one Performance Measure should have a financial objective that
is linked to business group objectives.


	 
	 	 
	 

	 	•    One Performance Measure may be based on Corporate EPS. The appropriate
weighting will be determined by the business unit manager.


	 
	 	 
	 

	 	•    Where possible, Participants should have at least one Performance
Measure linked to either P&L or expense management. These measures can be set
up as distinct MBOs or an additional Plan Qualifier.


	 
	 	 
	 

	 	•    For Compliance Professionals


	 
	 	 
	 

	 	1.       The financial goal must be tied to the financial performance of the manager
who is at least one level above the Compliance Professional’s immediate
supervisor.


	 
	 	 
	 

	 	2.       The Compliance Professional’s direct manager will evaluate the Compliance
Professional’s performance measures with input from the Compliance
Professional’s dotted-line manager(s). The final award recommendation under
this Plan will be jointly approved by the direct manager and the dotted-line
manager.


	 
	 	 
	 

	 	More suggestions on writing good MBOs can be obtained from HR or can be found in
the Wells Fargo Bonus Plan calculator.

	 
	 	 
	Measure 
Weighting
and 

Scoring

	 	While Performance Levels are designated as target, threshold and maximum,
individual measures can be scored as either an all-or-nothing goal or on a
scale.


Performance Measures may be weighted equally or weighted individually to
correspond with the Participant’s accountability, strategic and tactical
priorities, and/or the difficulty of achieving the goal.

	 
	 	 
	 

	 	The scores for multiple Performance Measures are aggregated to determine the
final award level. The business unit manager is responsible for identifying the
target, threshold and maximum Performance Levels and the scoring guides that
will be used to calculate the Participant’s incentive award.

	 
	 	 
	Award 

Calculation
and
Payment

	 	Performance shall be evaluated as soon as practicable following completion of
the Plan Year by the Participant’s business unit manager and/or any other
manager responsible for reviewing incentive compensation awards in the
Participant’s business unit. All awards under the Plan are subject to the
following guidelines:







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	 	•    Each Performance Measure is evaluated individually following the end of
the Plan Year. Provided the Plan Qualifiers have been met, 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 Target Bonus
opportunity identified for the Participant’s position.


	 
	 	 
	 

	 	•    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.


	 
	 	 
	 

	 	•    Incentive awards are generally calculated as a percentage of a
Participant’s base salary and will be awarded no later than 75 days following
the end of the Plan Year.


	 
	 	 
	 

	 	•    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.


	 
	 	 
	 

	 	•    Awards may be paid in the form of cash or equity, or a combination
thereof, in the HRC’s discretion. To the extent the HRC directs the Company to
pay all or a portion of an award in the form of an equity award under the Wells
Fargo & Company Long-Term Incentive Compensation Plan (the “LTICP”), the equity
award will in all cases be conditioned upon and subject to the approval of the
HRC and be subject to such terms and conditions as approved by the HRC in
accordance with the provisions of the LTICP and reflected in the applicable
award agreement.








     PLAN 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 subject to the authority
of the HRC to adjust bonuses as described herein.





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	 	 	 	Plan commitments or interpretations (oral or written) by anyone other than the Plan
Administrator or one of his/her delegates are invalid and will have no force upon the
policies and procedures set forth in this Plan.
	 
	 	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
Director 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.

	 
	 	E.	 	Leaves of Absence

	 
	 	 	 	Incentive awards payable under the Plan may be pro-rated for Participants who go on a
leave of absence provided the terms and conditions of the Plan have been satisfied,
Participant actively worked at least three months during the Plan Year and the
Participant’s performance contributed towards the achievement of some or all of the
Participant’s Performance Measures. If a Participant satisfies all of the Participant’s
Performance Measures, the Participant’s award should not be pro-rated. Business units
should apply these criteria consistently to all Participants.

	 
	 	 	 	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 and are subject to the other terms and conditions of the Plan.





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	 	F.	 	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 Measures
should be designed accordingly. Where Performance Measures 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 all of the
Performance Measures prior to the transfer or promotion. Incentive awards will be
determined following the end of the Plan Year.







	 	G.	 	Death or Retirement

	 
	 	 	 	In the event of a Participant’s death or retirement during the Plan Year, the
Participant’s incentive award may be pro-rated provided the Participant actively worked
for at least three months during the Plan Year and met some or all of the Participant’s
Performance Measures.

	 
	 	H.	 	Withholding Taxes

	 
	 	 	 	Wells Fargo shall deduct from all payments under the Plan an amount necessary to satisfy
federal, state or local tax withholding requirements.

	 
	 	I.	 	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.

	 
	 	J.	 	Assignment

	 
	 	 	 	No Participant shall have any right or power to pledge or assign any rights, privileges,
or incentive awards provided for under the Plan.

	 
	 	K.	 	Unsecured Obligations

	 
	 	 	 	Incentive awards under the Plan are unsecured obligations of the Company.

	 
	 	L.	 	Pro-Rated Awards







	 	 	 	In the event that an award needs to be pro-rated the following methodology should be
used.





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	 	 	 	The annual salary should be multiplied by the ratio of months worked during the
year by the target bonus percentage.

	 
	 	 	 	The ratio of months worked is equal to the number of full months worked in the
qualifying position divided by 12.

	 
	 	 	 	For example, a Participant is transfers to another position on November 1st. Their
salary was $100,000 per year at the time of transfer, and they had a 10% bonus
target. They achieved all their goals at target level. Their bonus would be:

	 
	 	 	 	

	 




	 	M.	 	Code of Conduct

	 
	 	 	 	Violation of the terms or the spirit of the Plan and/or Wells Fargo’s Code of Ethics and
Business Conduct by the Participant and/or the Participant’s supervisor, or other
serious misconduct (including, but not limited to, gaming which is more fully discussed
below), are grounds for disciplinary action, including disqualification from further
participation in the Plan (including awards payable under the terms of the Plan) and/or
immediate termination of employment.

	 
	 	 	 	Participants are expected to adhere to ethical and honest business practices. A
Participant who violates the spirit of the Plan by “gaming” the system becomes
immediately ineligible to participate in the Plan. “Gaming” is the manipulation and/or
misrepresentation of sales or sales reporting in order to receive or attempt to receive
compensation, or to meet or attempt to meet goals.

	 
	 	N.	 	Internal Revenue Code Section 409A

	 
	 	 	 	To the extent that an award is paid in cash under the Plan, Wells Fargo intends such
award to qualify as a short-term deferral exempt from the requirements of Internal
Revenue Code Section 409A. In the event an award payable under the Plan does not
qualify for treatment as an exempt short-term deferral, such amount will be paid in a
manner that will satisfy the requirements of Internal Revenue Code Section 409A and
applicable guidance thereunder.






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