exv10wa






Exhibit 10(a)




FORM OF PERFORMANCE SHARE AWARD AGREEMENT

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN




	 	 	 
	Name:

	 	Grant Date:
	 
	 	 
	I.D. Number:

	 	Target Award Number
	 

	 	of Performance Shares:







	1.	 	Award. Wells Fargo & Company (the “Company”) has awarded you Performance Shares to
provide an incentive for you to remain in the Company’s employment and provide valuable
services to the Company. The target number of Performance Shares (“Target Award Number”)
awarded you is set forth above. The Target Award Number shall be adjusted upward or
downward based on Company performance as set forth on Exhibit A. The number of
Performance Shares that you will receive under this Award Agreement, after giving effect
to such adjustment, is referred to herein as the “Final Award Number.” Each Performance
Share entitles you to receive one share of Wells Fargo & Company common stock (“Common
Stock”) contingent upon earning such Performance Share based on Company performance set
forth on Exhibit A, vesting as set forth in paragraph 2 and subject to the other terms
and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the
“Plan”) and this Award Agreement.
	 
	2.	 	Vesting. Except as otherwise provided in this Award Agreement, the Final Award
Number of Performance Shares will vest in full on the Determination Date as set forth on
Exhibit A. Shares of Common Stock will be issued to you or, in case of your death, your
Beneficiary determined in accordance with the Plan. You will have no rights as a
stockholder of the Company with respect to your Performance Shares until settlement.
However, you may be entitled to dividend equivalents as set forth in paragraph 4. Upon
vesting, Performance Shares will be settled and distributed in shares of Common Stock
except as otherwise provided in the Plan or this Award Agreement.
	 
	3.	 	Termination.
	 
	(a)	 	If prior to [insert end of Performance Cycle or other applicable date] you cease to
be an Employee due to your death or [your involuntary Separation from Service under the
Company’s Extended Absence Policy in connection with a Disability as defined in paragraph
12 below (“Separation from Service in connection with a Disability”)] [you incur a
Disability], the Target Award Number of Performance Shares awarded hereby (and any
Performance Shares with respect to dividend equivalents as provided below) will
immediately vest upon your date of death or such [involuntary Separation from Service in
connection with a Disability] [Disability]. If you cease to be an Employee due to your
death or [your involuntary Separation from Service in connection with a Disability] [you
incur a Disability] on or after [end of Performance Cycle or other applicable date] and
prior to the Determination Date, the Final Award Number of Performance Shares under this
Award Agreement (and any Performance Shares granted with respect to dividend equivalents
as provided below) will vest as of the Determination Date as set forth on Exhibit A.
Notwithstanding the foregoing, the accelerated vesting set forth in this paragraph 3(a)
shall occur only if you at all times since the Grant Date comply with the terms of the
attached Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, and
Non-Solicitation.
	 
	(b)	 	[If you cease to be an Employee due to your Retirement any time prior to the
vesting date indicated above, the Final Award Number of Performance Shares awarded hereby
(and any Performance Shares with respect to dividend equivalents as provided below) will
vest upon the scheduled vesting date as set forth in paragraph 2 above provided that
beginning immediately after you cease to be an Employee and continuing until the vesting
date you satisfy each of the following conditions (“vesting conditions”): (i) you comply
with the terms of the attached Wells Fargo Agreement Regarding Trade Secrets,
Confidential Information, and Non-Solicitation, (ii) you do not express any derogatory or
damaging statements about the Company or any Affiliate, the management or the board of
directors of the Company or any Affiliate, the products, services or the business
condition of the Company or any Affiliate in any public way or to anyone who could make
those statements public, and (iii) you do not perform services as an officer, director,
employee, consultant or otherwise for any business which is in competition with any line
of business of the Company or any Affiliate for which you had executive responsibilities
while you were employed by the Company or any Affiliate (including predecessors thereof)
and which does business in any location in the geographic footprint of the Company or any
Affiliate in which you had executive responsibilities. Notwithstanding the foregoing, if
you die following




 









 






	 	 	your Retirement and have satisfied the vesting conditions set forth above through your
date of death, any Performance Shares will vest in accordance with paragraph 3(a) as of
the date of your death.]
	 
	(c)	 	If you cease to be an Employee other than due to your death, [your involuntary
Separation from Service in connection with a Disability] [your Disability], or your
Retirement or you fail to satisfy any vesting condition in accordance with paragraph
3(b), any then unvested Performance Shares awarded hereby (including any Performance
Shares granted with respect to dividend equivalents as provided below) will immediately
terminate without notice to you and will be forfeited.
	 
	4.	 	Dividend Equivalents. [During the period beginning on the Grant Date and ending on
the date the Performance Shares vest or terminate, whichever occurs first, if the Company
pays a dividend on the Common Stock, you will automatically receive, as of the payment
date for such dividend, dividend equivalents in the form of additional Performance Shares
based on the amount or number of shares that would have been paid on the Final Award
Number of Performance Shares (or Target Award Number of Performance Shares as applicable
under paragraph 3(a)) had they been issued and outstanding shares of Common Stock as of
the record date and, if a cash dividend, the closing price of the Common Stock on the New
York Stock Exchange as of the dividend payment date. You will also automatically receive
dividend equivalents with respect to the additional Performance Shares, to be granted in
the same manner. Performance Shares granted with respect to dividend equivalents will be
subject to the same vesting schedule and conditions as the underlying Performance Shares
and will be distributed in shares of Common Stock when, and if, the underlying
Performance Shares are settled and distributed.] [During the period beginning on the
Grant Date and ending on the date the Performance Shares vest or terminate, whichever
occurs first, if the Company pays a cash dividend on the Common Stock, you will receive
cash payments based on and payable at approximately the same time as the cash dividend
that would have been paid on the [Target Award Number of Performance Shares] had they
been issued and outstanding shares of Common Stock as of the record date for the
dividend. Cash payments will be net of federal, state and local withholding taxes.]
[During the period beginning on the Grant Date and ending on the date the Performance
Shares vest or terminate, whichever occurs first, if the Company pays a cash dividend on
the Common Stock, you will not be entitled to receive any dividend equivalents or cash
payments in respect of such dividend.]
	 
	5.	 	Tax Withholding. The Company will withhold from the number of shares of Common
Stock otherwise issuable hereunder (including with respect to dividend equivalents) a
number of shares necessary to satisfy any and all applicable federal, state, local and
foreign tax withholding obligations and employment-related tax requirements. Shares will
be valued at their Fair Market Value as of the date of vesting.
	 
	6.	 	Nontransferable. Unless the Committee provides otherwise, (i) no rights under this
Award will be assignable or transferable, and neither you nor your Beneficiary will have
any power to anticipate, alienate, dispose of, pledge or encumber any rights under this
Award, and (ii) the rights and the benefits of this Award may be exercised and received
during your lifetime only by you or your legal representative.
	 
	7.	 	Other Restrictions; Amendment. The issuance of Common Stock hereunder is subject
to compliance by the Company and you with all applicable legal requirements applicable
thereto, including tax withholding obligations, and with all applicable regulations of
any stock exchange on which the Common Stock may be listed at the time of issuance.
Subject to paragraph 12 below, the Committee may, in its sole discretion and without your
consent, reduce, delay vesting, modify, revoke, cancel, impose additional conditions and
restrictions on or recover all or a portion of this Award if the Committee deems it
necessary or advisable to comply with applicable laws, rules and regulations. This Award
is subject to any applicable recoupment or “clawback” policies of the Company, as amended
from time to time, and any applicable recoupment or clawback requirements imposed under
laws, rules and regulations.
	 
	8.	 	[Hold Through Retirement Provision. As a condition to receiving this Award, you
agree to hold, while employed by the Company or any Affiliate and for a period of one
year after your Retirement, shares of Common Stock equal to at least 50% of the after-tax
shares of Common Stock (assuming a 50% tax rate) acquired upon vesting and settlement of
this Award.]
	 
	9.	 	Additional Provisions. This Award Agreement is subject to the provisions of the
Plan. Capitalized terms not defined in this Award Agreement or by reference to another
document are used as defined in the Plan. If the Plan and this Award Agreement are
inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and
this Award Agreement by the Committee are binding on you and the Company.
	 
	10.	 	No Employment Agreement. Neither the award to you of the Performance Shares nor
the delivery to you of this Award Agreement or any other document relating to the
Performance Shares will confer on you the right to continued employment with the Company
or any Affiliate.




 









 












	 	11.	 	Six-month Delay. Notwithstanding any provision of the Plan or this Award
Agreement to the contrary, if, upon your Separation from Service (as defined in paragraph
12 below) with the Company for any reason, the Company determines that you are a
“specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as
amended, and the applicable Treasury regulations or other binding guidance thereunder
(“Section 409A”) and in accordance with the definition contained in the Wells Fargo &
Company Supplemental 401(k) Plan, as in effect on the Grant Date of this Award, your
Performance Shares, if subject to settlement upon your Separation from Service and if
required pursuant to Section 409A, will not settle before the date that is the first
business day following the six-month anniversary of such termination, or, if earlier,
upon your death.
	 
	 	12.	 	Section 409A. This Award is intended to comply with the requirements of Section
409A. Accordingly, all provisions included in this Award, or incorporated by reference,
will be interpreted and administered in accordance with that intent. If any provision of
the Plan would otherwise conflict with or frustrate this intent, that provision will be
interpreted and deemed amended or limited so as to avoid the conflict; provided, however,
that the Company makes no representation that the Award is exempt from or complies with
Section 409A and makes no undertaking to preclude Section 409A from applying to the
Award. For purposes of this Award, the term “Separation from Service” is determined by
the Company in accordance with Section 409A and in accordance with the definition
contained in the Wells Fargo & Company Supplemental 401(k) Plan, as in effect on the
Grant Date of this Award. For purposes of this Award, you will be considered to have a
“Disability” if [you are receiving income replacement benefits for a period of not less
than three months under the Company’s long term disability plan as a result of any
medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months]
[alternative definition].




The Company has awarded you the Performance Shares in accordance with the foregoing terms and
conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree
to the foregoing terms and conditions of this Award and acknowledge that you have read, understand
and received a copy of this Award Agreement (including Exhibit A attached hereto) and that you will
abide by the terms of this Award Agreement and the Plan.




	 	 	 	 	 
	 

	 	 

[Name of Executive]
	 	 






 









 






WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

FORM OF PERFORMANCE SHARE AWARD AGREEMENT




Exhibit A to Performance Share Award Agreement


This Exhibit A sets forth the manner in which the Final Award Number will be determined.




[Definitions



Capitalized terms used but not defined herein (including, but not limited to, Return on Realized
Common Equity) shall have the same meanings assigned to them in the Plan and the Award Agreement.
In addition, the following terms used in the text of this Exhibit A shall have the meanings set
forth below:





	 	 	 	“Average Return on Realized Common Equity” means for each of the Financial Performance Peer
Group Companies the sum of such company’s Return on Realized Common Equity for each of the
fiscal years corresponding with or ending in calendar year [insert applicable years], which
sum is then divided by [applicable number].
	 
	 	 	 	“Company Return on Realized Common Equity Ranking” means the rank of the Company’s Average
Return on Realized Common Equity relative to the Average Return on Realized Common Equity
achieved by each of the other Financial Performance Peer Group Companies.
	 
	 	 	 	“Final Award Number Percentage” means the “Final Award Number Percentage” determined in
accordance with the Determination of Final Award Number Section of this Exhibit A.
	 
	 	 	 	“Financial Performance Peer Group Companies” means those companies which comprise the [KBW
Bank Sector Index] as of [insert applicable date].




Determination of Final Award Number



Your Target Award Number will be adjusted upward or downward depending on the Company Return on
Realized Common Equity Ranking in accordance with the chart below to arrive at your Final Award
Number of Performance Shares. The Final Award Number of Performance Shares will be determined by
multiplying (i) the Final Award Number Percentage by (ii) your Target Award Number and then adding
to such product additional Performance Shares granted with respect to dividend equivalents as
provided in paragraph 4. In the event the Final Award Number is not a whole number, then the Final
Award Number shall be rounded down to the nearest whole number.




	 	 	 	 	 
	Company Return on Realized	 	Final Award Number	 	Final Award Number of
	Common Equity Ranking	 	Percentage	 	Performance Shares
	[insert applicable % or % range]

	 	[insert applicable %]
	 	[insert applicable %] x Target Award Number
	[insert applicable % or % range]

	 	[insert applicable %]
	 	[insert applicable %] x Target Award Number
	[insert applicable % or % range]

	 	[insert applicable %]
	 	[insert applicable %] x Target Award Number





If the Company Return on Realized Common Equity Ranking is between [insert applicable range], the
Final Award Number Percentage shall be interpolated on a straight-line basis between [insert
applicable range] and the Final Award Number of Performance Shares shall be interpolated on a
corresponding straight-line basis between [insert applicable range] of the Target Award Number.



If the Company Return on Realized Common Equity Ranking is between [insert applicable range], the
Final Award Number Percentage shall be interpolated on a straight-line basis between [insert
applicable range] and the Final Award Number of Performance Shares shall be interpolated on a
corresponding straight-line basis between [insert applicable range] of the Target Award Number.



[If the Company does not have the lowest Average Return on Realized Common Equity among the
Performance Group Companies and the Company Return on Realized Common Equity Ranking is less than
[insert applicable percentage], the Final Award Percentage shall be interpolated on a straight-line
basis between [insert applicable range] and the Final Award Number of Performance Shares Earned
shall be interpolated on a corresponding straight-line basis between [insert applicable range] of
the Target Award Number.] [If the Company Return on Realized Common Equity Ranking is less than
[insert applicable percentage], the Final Award Number Percentage and the


 









 






Final Award Number of
Performance Shares shall be [insert applicable number.]



[In no event shall the Final Award Number Percentage be greater than [insert applicable percentage]
nor shall the Final Award Number of Performance Shares be greater than [insert applicable
percentage] of the Target Award Number (plus dividend equivalents pursuant to paragraph 4 of the
Award Agreement).]



[insert alternative method(s) for determining the Final Award Number, including additional or
alternative Qualifying Performance Criteria as defined in the Plan]




Committee Determination



The Committee shall determine the Final Award Number of Performance Shares in calendar year [insert
applicable year] no later than [insert applicable date] and the date the Committee makes such
determination is referred to in this Award as the “Determination Date.” The Committee shall make
all determinations in calculating the Final Award Number of Performance Shares and the Committee’s
determination shall be binding.




 









 





Wells Fargo Agreement

Regarding Trade Secrets, Confidential Information, and Non-Solicitation




I. Introduction



In consideration for the Performance Share Award granted to me by Wells Fargo & Company on [insert
grant date], on the terms and conditions contained in the Performance Share Award Agreement
(“Performance Share Award Agreement”), I acknowledge that the nature of my employment with and
performance of services for Wells Fargo & Company and its affiliates (the “Company”) permits me to
have access to certain of its trade secrets and confidential and proprietary information and that
such information is, and shall always remain, the sole property of the Company. Any unauthorized
disclosure or use of this information would be wrongful and would cause the Company irreparable
harm. Therefore, I agree as follows:




II. Trade Secrets and Confidential Information



During the course of my employment I have acquired knowledge of the Company’s Trade Secrets and
other proprietary information relating to its business, business methods, personnel, and customers
(collectively referenced as “Confidential Information”). “Trade Secrets” are defined as
information, including but not limited to, a formula, pattern, compilation, program, device,
method, technique, or process, that: (1) derives independent economic value, actual or potential,
from not being generally known to the public or to other persons who can obtain economic value from
its disclosure or use and (2) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. The Company’s Trade Secrets include, but are not limited to, the
following:





	 	•	 	the names, address, and contact information of the Company’s customers and prospective
customers, as well any other personal or financial information relating to any customer or
prospect, including, without limitation, account numbers, balances, portfolios, maturity
dates, loans, policies, investment activities and objectives;
	 
	 	•	 	any information concerning the Company’s operations, including without limitation,
information related to its methods, services, pricing, finances, practices, strategies,
business plans, agreements, decision-making, systems, technology, policies, procedures,
marketing, sales, techniques and processes;
	 
	 	•	 	any other proprietary and/or confidential information relating to the Company’s
customers, employees, products, services, sales, technologies, or business affairs.




I understand that Records of the Company also constitute Confidential Information and that my
obligation to maintain the confidentiality thereof continues at all times during and after my
employment. “Records” include, but are not limited to, original, duplicated, computerized,
memorized, handwritten or any other form of information, whether contained in materials provided to
me by the Company, or by any institution acquired by the Company, or compiled by me in any form or
manner including information in documents or electronic devices, such as software, flowcharts,
graphs, spreadsheets, resource manuals, videotapes, calendars, day timers, planners, rolodexes, or
telephone directories maintained in personal computers, laptop computers, personal digital
assistants or any other device. These records do not become any less confidential or proprietary to
the Company because I may commit some of them to memory or because I may otherwise maintain them
outside of the Company’s offices.



I agree that Confidential Information of the Company is to be used by me solely and exclusively for
the purpose of conducting business on behalf of the Company. I am expected to keep such
Confidential Information confidential and not to divulge or disclose this information except for






 









 







that purpose. Upon my retirement, I agree to immediately return to the Company all Records and
Confidential Information, including information maintained by me in my office, personal electronic
devices, and/or at home.




III. Non-Solicitation of Company’s Employees and Customers



I agree that for the period beginning on my retirement date with Company through the Determination
Date as defined in the Performance Share Award Agreement (“the Non-Solicitation Period”), I will
not do any of the following, either directly or indirectly or through associates, agents, or
employees:





	 	a.	 	solicit, recruit or promote the solicitation or recruitment of any employee or
consultant of the Company for the purpose of encouraging that employee or consultant to
leave the Company’s employ or sever an agreement for services; or
	 
	 	b.	 	solicit, participate in or promote the solicitation of any of the Company’s
clients, customers, or prospective customers whose identity became known to me during
my employment with the Company and/or regarding whom I received Confidential
Information, for the purpose of providing products or services that are in competition
with the Company’s products or services.




This limitation is not intended to limit the Company’s right to prevent misappropriation of its
Confidential Information beyond the Non-Solicitation Period.




IV. Partial Invalidity



If any provision of this Agreement is held to be unenforceable by a court of competent
jurisdiction, such provision shall be enforced to the greatest extent permitted and the remainder
of this Agreement shall remain in full force and effect.




V. Choice of Law/Integration/Survival



This Agreement and any dispute, controversy or claim which arises under or relates in any way to it
shall be governed by the law of the state where the incident(s) giving rise to the dispute or claim
arose. This Agreement supersedes any prior written or verbal agreements pertaining to the subject
matter herein, and is intended to be a final expression of our Agreement with respect only to the
terms contained herein. There may be no modification of this Agreement except in writing signed by
me and an executive officer of the Company. This Agreement shall survive my employment by the
Company, inure to the benefit of successors and assigns of the Company, and is binding upon my
heirs and legal representatives.




Acknowledgment



I acknowledge that I have read, understand, and received a copy of this Agreement and will abide by
its terms.







	 	 	 	 	 
	 

[Name of Executive]

	 	 

Date
	 	 






 









 






FORM OF RESTRICTED SHARE RIGHTS AWARD AGREEMENT

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN




	 	 	 	 	 
	Name:

	 	Grant Date:
	 	[insert grant date]
	I.D. Number:

	 	Number of RSRs:
	 	[insert no. of RSRs]







	 	1.	 	Award. To encourage your continued employment with the Company or any Affiliate
and to motivate you to help the Company increase stockholder value over the long term,
Wells Fargo & Company (the “Company”) has awarded you the number of Restricted Share
Rights indicated above (the “Award”). Each Restricted Share Right entitles you to
receive one share of Wells Fargo & Company common stock (“Common Stock”) contingent upon
vesting and subject to the other terms and conditions set forth in the Company’s
Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.
	 
	 	2.	 	Vesting. Except as otherwise provided in this Award Agreement, and subject to the
Company’s right to recoup this Award as provided in this Award Agreement, the Restricted
Share Rights will vest according to the following schedule:





[insert vesting schedule]





	 	 	Shares of Common Stock will be issued to you or, in case of your death, your Beneficiary
determined in accordance with the Plan. Except for dividend equivalents as provided below, you
will have no rights as a stockholder of the Company with respect to your Restricted Share Rights
until settlement. Upon the vesting date, Restricted Share Rights will be settled and
distributed in shares of Common Stock except as otherwise provided in the Plan or this Award
Agreement.






	 	3.	 	Termination.






	 	(b)	 	If you cease to be an Employee due to your death any then unvested Restricted Share
Right awarded hereby (including any Restricted Share Right granted with respect to dividend
equivalents as provided below) will immediately vest upon your date of death and will be
settled and distributed to your Beneficiary in shares of Common Stock on [insert date of
distribution]. If [insert date of distribution] is not a business day, the first business
day following that date.





[For Retirement-eligible executives]





	 	(b)	 	If you satisfy the definition of Retirement in the Plan on the Grant Date of the Award
or thereafter during the term of the Award and then have a Separation from Service as
defined in paragraph [11] below, any then unvested Restricted Share Right awarded hereby
(including any Restricted Share Right granted with respect to dividend equivalents as
provided below) will vest upon the scheduled vesting date as set forth in paragraph 2
above[; provided, however, if you die following Retirement or have an involuntary
Separation from Service as described in paragraph 3(c) below, any then unvested Restricted
Share Right will vest




 









 












	 	 	 	immediately].






	 	(c)	 	If you have an involuntary Separation from Service under the Company’s Extended
Absence Policy in connection with a Disability as defined in paragraph [11] below, any
then unvested Restricted Share Right awarded hereby (including any Restricted Share Right
granted with respect to dividend equivalents as provided below) will immediately vest and
will be settled and distributed to you in shares of Common Stock within 90 days of your
Separation from Service.
	 
	 	(d)	 	If you incur a Separation from Service other than due to your death, Retirement or
involuntary Separation from Service under the Company’s Extended Absence Policy in
connection with your Disability, any then unvested Restricted Share Right awarded hereby
(including any Restricted Share Right granted with respect to dividend equivalents as
provided below) will immediately terminate without notice to you and will be forfeited.






	 	 	[For executives not Retirement-eligible]






	 	(c)	 	If you have an involuntary termination of employment under the Company’s Extended
Absence Policy in connection with a Disability as defined below, any then unvested
Restricted Share Right awarded hereby (including any Restricted Share Right granted with
respect to dividend equivalents as provided below) will immediately vest and will be
settled and distributed to you in shares of Common Stock no later than March 1 of the year
immediately following the year in which your employment has been terminated. For purposes
of this Award, you will be considered to a have a “Disability” if you are receiving income
replacement benefits for a period of not less than three months under the Company’s long
term disability plan as a result of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.






	 	(d)	 	If you cease to be an Employee other than due to your death or involuntary termination
under the Company’s Extended Absence Policy in connection with a Disability, any then
unvested Restricted Share Right awarded hereby (including any Restricted Share Right
granted with respect to dividend equivalents as provided below) will immediately terminate
without notice to you and will be forfeited.





[Alternative provision for certain Restricted Share Rights Awards to Retirement-eligible
executives]





	 	(c)	 	If you incur a Separation from Service other than due to your death or Retirement, any
then unvested Restricted Share Right awarded hereby (including any Restricted Share Right
granted with respect to dividend equivalents as provided below) will immediately terminate
without notice to you and will be forfeited.




[Alternative provision for certain Restricted Share Rights Awards to executives not
Retirement-eligible]





	 	(b)	 	If you cease to be an Employee other than due to your death, any then unvested
Restricted Share Right awarded hereby (including any Restricted Share Right granted with
respect to dividend equivalents as provided below) will immediately terminate without
notice to you and will be forfeited.




 









 












	 	4.	 	Dividend Equivalents. During the period beginning on the Grant Date and ending on
the date the Restricted Share Rights vest or terminate, whichever occurs first, if the
Company pays a dividend on the Common Stock, [you will automatically receive, as of the
payment date for such dividend, dividend equivalents in the form of additional Restricted
Share Rights based on the amount or number of shares that would have been paid on the
Restricted Share Rights had they been issued and outstanding shares of Common Stock as of
the record date and, if a cash dividend, the closing price of the Common Stock on the New
York Stock Exchange as of the dividend payment date. You will also automatically receive
dividend equivalents with respect to the additional Restricted Share Rights, to be
granted in the same manner. Restricted Share Rights granted with respect to dividend
equivalents will be subject to the same vesting schedule and conditions as the underlying
Restricted Share Rights, including the Company’s right of recoupment, and will be
distributed in shares of Common Stock when, and if, the underlying Restricted Share
Rights are settled and distributed.][you will not receive dividend equivalents in the
form of additional Restricted Share Rights.][if such dividend is a cash dividend, you
will automatically receive, as of the payment date for such dividend, a cash payment
based on the amount or number of shares that would have been paid on the Restricted Share
Rights had they been issued and outstanding shares of Common Stock as of the record date,
subject to applicable tax withholding requirements.]
	 
	 	5.	 	Tax Withholding. The Company will withhold from the number of shares of Common
Stock otherwise issuable hereunder (including with respect to dividend equivalents) a
number of shares necessary to satisfy any and all applicable federal, state, local and
foreign tax withholding obligations and employment-related tax requirements. Shares will
be valued at their Fair Market Value as of the date of vesting. [In addition, the
Company may withhold from your other compensation any and all applicable federal, state,
local, foreign and employment-related taxes in the event all or a portion of the
Restricted Share Rights are treated as taxable prior to or other than on the vesting
dates set forth in paragraph 2 above and the number of shares of Common Stock otherwise
issuable is insufficient to satisfy such tax withholding obligations and
employment-related tax requirements.]
	 
	 	6.	 	Nontransferable. Unless the Committee provides otherwise, (i) no rights under this
Award will be assignable or transferable, and neither you nor your Beneficiary will have
any power to anticipate, alienate, dispose of, pledge or encumber any rights under this
Award, and (ii) the rights and the benefits of this Award may be exercised and received
during your lifetime only by you or your legal representative.
	 
	 	7.	 	Other Restrictions; Amendment. The issuance of Common Stock hereunder is subject
to compliance by the Company and you with all applicable legal requirements applicable
thereto, including tax withholding obligations, and with all applicable regulations of
any stock exchange on which the Common Stock may be listed at the time of issuance.
Subject to paragraph [___] below, the Committee may, in its sole discretion and without
your consent, reduce, delay vesting, modify, revoke, cancel, impose additional conditions
and restrictions on or recover all or a portion of this Award if the Committee deems it
necessary





 









 











	 		 	or advisable to comply with applicable laws, rules and regulations. This Award is subject
to any applicable recoupment or “clawback” policies of the Company, as amended from time
to time, and any applicable recoupment or clawback requirements imposed under laws, rules
and regulations.
	 
	 	8.	 	[Restrictive Covenants. In consideration of the terms of this Award and your
access to Confidential Information, you agree to the restrictive covenants and associated
remedies as set forth below, which exist independently of and in addition to any
obligation to which you are subject under the terms of the Wells Fargo Agreement
Regarding Trade Secrets, Confidential Information, Non-Solicitation, And Assignment Of
Inventions (the “TSA”):






	(a)	 	Trade Secrets and Confidential Information. During the course of your employment, you
will acquire knowledge of the Company’s and/or any Affiliate’s (collectively “WFC”) Trade
Secrets and other proprietary information relating to its business, business methods,
personnel, and customers (collectively, “Confidential Information”). “Trade Secrets” means
WFC’s confidential information, which has an economic value in being secret and which WFC
has taken steps to keep secret and you understand and agree that Trade Secrets include, but
are not limited to confidentially maintained client and customer lists and information, and
confidentially maintained prospective client and customer lists and information. You agree
that Confidential Information of WFC is to be used solely and exclusively for the purpose
of conducting business on behalf of WFC. You agree to keep such Confidential Information
confidential and will not divulge, use or disclose this information except for that
purpose. In addition, you agree that, both during and after your employment, you will not
remove, share, disseminate or otherwise use WFC’s Trade Secrets to directly or indirectly
solicit, participate in or promote the solicitation of any of WFC’s clients, customers, or
prospective customers for the purpose of providing products or services that are in
competition with WFC’s products or services.
	 
	(b)	 	Assignment of Inventions. You acknowledge and agree that all inventions and all
worldwide intellectual property rights that you make, conceive or first reduce to practice
(alone or in conjunction with others) during your employment with WFC are owned by WFC that
(1) relate at the time of conception or reduction to practice of the invention to WFC’s
business, or actual or demonstrably anticipated research or development of WFC whether or
not you made, conceived or first reduced the inventions to practice during normal working
hours; and (2) involve the use of any time, material, information, or facility of WFC.
	 
	(c)	 	Non-solicitation. If you are currently subject to a TSA, you shall continue to be
bound by the terms of the TSA. If you are not currently subject to a TSA, you agree to the
following:
	 
	 	 	For a period of one (1) year immediately following termination of your employment for any
reason, you will not do any of the following, either directly or indirectly or through
associates, agents, or employees:






	 	i.	 	solicit, recruit or promote the solicitation or recruitment of any
employee or consultant of WFC for the purpose of encouraging that employee or
consultant to leave WFC’s employ or sever an agreement for




 









 






	 	 	 	services; or






	 	ii.	 	to the fullest extent enforceable under the applicable state law, solicit,
participate in or promote the solicitation of any of WFC’s clients, customers, or
prospective customers with whom you had Material Contact and/or regarding whom you
received Confidential Information, for the purpose of providing products or services
that are in competition with WFC’s products or services. “Material Contact” means
interaction between you and the customer, client or prospective customer within one
(1) year prior to your last day as a team member which takes place to manage, service
or further the business relationship.






	 	 	 	The one-year limitation is not intended to limit WFC’s right to prevent misappropriation of
its Confidential Information beyond the one-year period.






	 	(d)	 	Violation of TSA or Restrictive Covenants. If you breach any of the terms of a TSA
and/or the restrictive covenants above, all unvested Restricted Share Rights shall be
immediately and irrevocably forfeited. For any Restricted Share Rights that vested within
one (1) year prior to the termination of your employment with WFC or at any time after your
termination, you shall be required to repay or otherwise reimburse WFC an amount having a
value equal to the aggregate fair market value (determined as of the date of vesting) of
such vested shares. This paragraph does not constitute the Company’s exclusive remedy for
violation of your restrictive covenant obligations, and WFC may seek any additional legal
or equitable remedy, including injunctive relief, for any such violation.]






	[Note: Award Agreements may not contain Restrictive Covenants paragraph]






	 	9.	 	No Employment Agreement. Neither the award to you of the Restricted Share Rights
nor the delivery to you of this Award Agreement or any other document relating to the
Restricted Share Rights will confer on you the right to continued employment with the
Company or any Affiliate. You understand that your employment with the Company or any
Affiliate is “at will” and nothing in this document changes, alters or modifies your “at
will” status or your obligation to comply with all policies, procedures and rules of the
Company, as they may be adopted or amended from time to time.




[For Retirement-eligible executives]





	 	10.	 	Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement
to the contrary, if, upon your Separation from Service with the Company for any reason,
the Company determines that you are a “specified employee” as defined in Section 409A of
the Internal Revenue Code of 1986 as amended and the applicable Treasury regulations or
other binding guidance thereunder (“Section 409A”) and in accordance with the definition
contained in the Wells Fargo & Company Supplemental 401(k) Plan as in effect on the Grant
Date of this Award, your Restricted Share Rights, if subject to settlement upon your
Separation from Service and if required pursuant to Section 409A, will not settle before
the date that is the first business day following the six-month anniversary of such
termination, or, if earlier, upon your death.




[For Retirement-eligible executives]







 









 









	 	11.	 	Section 409A. This Award is intended to comply with the requirements of Section
409A. Accordingly, all provisions included in this Award, or incorporated by reference,
will be interpreted and administered in accordance with that intent. If any provision of
the Plan would otherwise conflict with or frustrate this intent, that provision will be
interpreted and deemed amended or limited so as to avoid the conflict; provided, however,
that the Company makes no representation that the Award is exempt from or complies with
Section 409A and makes no undertaking to preclude Section 409A from applying to the
Award. For purposes of this Award, the term “Separation from Service” is determined by
the Company in accordance with Section 409A and the regulations thereunder and in
accordance with the definition contained in the Wells Fargo & Company Supplemental 401(k)
Plan, as in effect on the Grant Date of this Award. [For purposes of this Award, you
will be considered to have a “Disability” if you are receiving income replacement
benefits for a period of not less than three months under the Company’s long term
disability plan as a result of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months.]




[For executives not Retirement-eligible]





	 	 	Section 409A. This Award is intended to be exempt from Section 409A of the Internal Revenue
Code of 1986, as amended and applicable Treasury Regulations or other binding guidance
thereunder (“Section 409A”). Accordingly, all provisions included in this Award, or
incorporated by reference, will be interpreted and administered in accordance with that intent.
Therefore, all Restricted Share Rights will be settled and distributed no later than March 1 of
the year following the year when such Restricted Share Rights vest. If any provision of the
Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted
and deemed amended or limited so as to avoid the conflict; provided, however, that the Company
makes no representation that the Award is exempt from or complies with Section 409A and makes no
undertaking to preclude Section 409A from applying to the Award. Notwithstanding any provision
of the Plan or this Award Agreement to the contrary, if, upon the termination of your service
with the Company for any reason, the Company determines that you are a “specified employee” (as
defined in Section 409A and in accordance with such definition and elections contained in the
Wells Fargo & Company Supplemental 401(k) Plan as in effect on the Grant Date of this Award),
your Restricted Share Rights, if subject to settlement upon such termination and only if
required pursuant to Section 409A (which is not intended), will not settle before the date that
is the first business day following the six-month anniversary of such termination or, if
earlier, upon your death.






	 	12.	 	Hold Through Retirement Provision. As a condition to receiving this Award, you
agree to hold, while employed by the Company or any Affiliate and for a period of one
year after your Retirement, shares of Common Stock equal to at least 50% of the after-tax
shares of Common Stock (assuming a 50% tax rate) acquired upon vesting and settlement of
this Award.
	 
	 	13.	 	Severability and Judicial Modification. If any provision of this Award Agreement is
held to be invalid or unenforceable under pertinent state law or otherwise or Wells Fargo
elects not to enforce such restriction,




 









 






	 	 	 	[including but not limited to paragraph 8(c)ii], the remaining provisions shall remain in
full force and effect and the invalid or unenforceable provision shall be modified only to
the extent necessary to render that provision valid and enforceable to the fullest extent
permitted by law. If the invalid or unenforceable provision cannot be, or is not,
modified, that provision shall be severed from the Award Agreement and all other
provisions shall remain valid and enforceable.
	 
	 	14.	 	Additional Provisions. This Award Agreement is subject to the provisions of the
Plan. Capitalized terms not defined in this Award Agreement are used as defined in the
Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan
will govern. Interpretations of the Plan and this Award Agreement by the Committee are
binding on you and the Company.
	 
	 	15.	 	Electronic Delivery and Acceptance. The Company is electronically delivering
documents related to current or future participation in the Plan and is requesting your
consent to participate in the Plan by electronic means. You hereby consent to receive
such documents by electronic delivery and agree to participate in the Plan through the
current plan administrator’s on-line system, or any other on-line system or electronic
means that the Company may decide, in its sole discretion, to use in the future.





PLEASE NOTE: Receipt of this Award is subject to your electronic signature on the current
plan administrator’s website acknowledging and accepting all the terms and conditions of this Award
Agreement and the Plan. You must accept the terms and conditions of this Award Agreement on or
before [date]. Failure to do so within this time period will result in forfeiture of this Award.






 









 








FORM OF RESTRICTED SHARE RIGHTS AGREEMENT FOR DAVID M. CARROLL

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN




	 	 	 	 	 	 	 	 	 
	Name:

	 	David M. Carroll
	 	Grant Date:
	 	 	12/24/2009	 
	I.D. Number:

	 	 	 	Number of RSRs:
	 	 	108,528	 







	 	1.	 	Award. Wells Fargo & Company (the “Company”) has awarded you the number of
Restricted Share Rights indicated above. Each Restricted Share Right entitles you to
receive one share of Wells Fargo & Company common stock (“Common Stock”) contingent upon
vesting and subject to the other terms and conditions set forth in the Company’s
Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.
	 
	 	2.	 	Vesting. Except as otherwise provided in this Award Agreement, the Restricted
Share Rights will vest according to the following schedule:





	 	 	 	 	 
	72,352
	 	of RSRs on
	 	12/24/2011
	36,176
	 	of RSRs on
	 	12/24/2012







	 	 	 	Shares of Common Stock will be issued to you or, in case of your death, your Beneficiary
determined in accordance with the Plan. Except for dividend equivalents as provided
below, you will have no rights as a stockholder of the Company with respect to your
Restricted Share Rights until settlement. Upon vesting, Restricted Share Rights will be
settled and distributed in shares of Common Stock except as otherwise provided in the Plan
or this Award Agreement.






	 	3.	 	Termination.
	 
	 	(e)	 	If you cease to be an Employee due to your death or permanent disability (as
determined by the Company), any then unvested Restricted Share Right awarded hereby
(including any Restricted Share Right granted with respect to dividend equivalents as
provided below) will immediately vest upon your date of death or termination of
employment due to permanent disability.
	 
	 	(f)	 	If you cease to be an Employee due to your Retirement any time after the second
anniversary of the date of grant, any then unvested Restricted Share Right awarded hereby
(including any Restricted Share Right granted with respect to dividend equivalents as
provided below) will vest upon the scheduled vesting date as set forth in paragraph 2
above; provided, however, if you die following Retirement, any then unvested Restricted
Share Right will vest immediately.
	 
	 	(g)	 	If you cease to be an Employee other than due to your death or permanent
disability, or your Retirement after the second anniversary of the date of grant, any
then unvested Restricted Share Right awarded hereby (including any Restricted Share Right
granted with respect to dividend equivalents as provided below) will immediately
terminate without notice to you and will be forfeited.
	 
	 	4.	 	Dividend Equivalents. During the period beginning on the Grant Date and ending on
the date the Restricted Share Rights vest or terminate, whichever occurs first, if the
Company pays a dividend on the Common Stock, you will automatically receive, as of the
payment date for such dividend, dividend equivalents in the form of additional Restricted
Share Rights based on the amount or number of shares that would have been paid on the
Restricted Share Rights had they been issued and outstanding shares of Common Stock as of
the record date and, if a cash dividend, the closing price of the Common Stock on the New
York Stock Exchange as of the dividend payment date. You will also automatically receive
dividend equivalents with respect to the additional Restricted Share Rights, to be
granted in the same manner. Restricted Share Rights granted with respect to dividend
equivalents will be subject to the same vesting schedule and conditions as the underlying
Restricted Share Rights and will be distributed in shares of Common Stock when, and if,
the underlying Restricted Share Rights are settled and distributed.
	 
	 	5.	 	Tax Withholding. The Company will withhold from the number of shares of Common
Stock otherwise issuable hereunder (including with respect to dividend equivalents) a
number of shares necessary to satisfy any and all applicable federal, state, local and
foreign tax withholding obligations and employment-related tax requirements. Shares will
be valued at their Fair Market Value as of the date of vesting.
	 
	 	6.	 	Nontransferable. Unless the Committee provides otherwise, (i) no rights under this
Award will be assignable or transferable, and neither you nor your Beneficiary will have
any power to anticipate, alienate, dispose of, pledge or encumber any rights under this
Award, and (ii) the rights and the benefits of this Award may be exercised and received
during your lifetime only by you or your legal representative.




 









 






	 	7.	 	Other Restrictions; Amendment. The issuance of Common Stock hereunder is subject
to compliance by the Company and you with all applicable legal requirements applicable
thereto, including tax withholding obligations, and with all applicable regulations of
any stock exchange on which the Common Stock may be listed at the time of issuance. The
Company may delay the issuance of shares of Common Stock hereunder to ensure at the time
of issuance there is a registration statement for the shares in effect under the
Securities Act of 1933. The Committee may, in its sole discretion and without your
consent, reduce, delay vesting, modify, revoke, cancel, impose additional conditions and
restrictions on or recover all or a portion of this Award if the Committee deems it
necessary or advisable to comply with the Emergency Economic Stabilization Act of 2008,
as amended from time to time, its implementing regulations and guidance, or other
applicable law or regulation. This Award is subject to any applicable recoupment or
“clawback” policy maintained by the Company from time to time or requirement imposed
under applicable laws, rules and regulations.
	 
	 	8.	 	Hold Through Retirement Provision. As a condition to receiving this Award, you
agree to hold, while employed by the Company or any Affiliate and for a period of one
year after your Retirement, shares of Common Stock equal to at least 50% of the after-tax
shares of Common Stock (assuming a 50% tax rate) acquired upon vesting and settlement of
this Award.
	 
	 	9.	 	Additional Provisions. This Award Agreement is subject to the provisions of the
Plan. Capitalized terms not defined in this Award Agreement are used as defined in the
Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan
will govern. Interpretations of the Plan and this Award Agreement by the Committee are
binding on you and the Company.
	 
	 	10.	 	No Employment Agreement. Neither the award to you of the Restricted Share Rights
nor the delivery to you of this Award Agreement or any other document relating to the
Restricted Share Rights will confer on you the right to continued employment with the
Company or any Affiliate.
	 
	 	11.	 	Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement
to the contrary, if, upon the termination of your service with the Company for any
reason, the Company determines that you are a “specified employee” as defined in Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Restricted
Share Rights, if subject to settlement upon such termination, will not settle before the
date that is the first business day following the six-month anniversary of such
termination, or, if earlier, upon your death. This provision only applies if required
pursuant to Section 409A.
	 
	 	12.	 	Section 409A. This Award is intended to comply with the requirements of Section
409A and applicable Treasury Regulations or other binding guidance thereunder.
Accordingly, all provisions included in this Award, or incorporated by reference, will be
interpreted and administered in accordance with that intent. If any provision of the
Plan would otherwise conflict with or frustrate this intent, that provision will be
interpreted and deemed amended or limited so as to avoid the conflict.




The Company has awarded you the Restricted Share Rights in accordance with the foregoing terms and
conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree
to the foregoing terms and conditions of this Award.




	 	 	 	 	 
	 
	 

	 	 

David M. Carroll
	 	 






 









 






FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN




	 	 	 	 	 	 	 
	Grant Date:

	 	[insert grant date]
	 	Expiration Date:
	 	[insert expiration date]
	 
	 	 	 	 	 	 
	 

	 	 	 	Exercise Price:
	 	[insert exercise price]





1. Grant of Option. Wells Fargo & Company (the “Company”) has granted to you an option
(“Option”) to purchase shares (the “Shares”) of Wells Fargo & Company common stock (“Common Stock”)
in the number set forth on the acknowledgement screen for your grant, accessible through Stock
Options Management. The Option is granted subject in all respects to the terms of the Company’s
Long-Term Incentive Compensation Plan (the “Plan”).



2. Term, Vesting and Exercise of Option. [The term of this Option commences on [insert grant
date] and, except as provided in paragraph 3 below, ends on [insert expiration date],
provided you are continuously employed by the Company or an Affiliate (“Wells Fargo”). If your
employment with Wells Fargo is terminated, the Option may be exercised only as described in
paragraph 3 below.



Except as provided in paragraph 3 below, this Option becomes exercisable (“vests”) according to the
following table provided it has not been terminated before such date in accordance with the
provisions of this Option:




[insert vesting schedule]



To exercise all or part of the Option you must complete the exercise in a manner authorized by the
Company and deliver payment as described herein of the exercise price and all applicable
withholding taxes. You must pay the exercise price on the day you exercise the Option (a) in cash,
(b) in whole shares of Common Stock valued at their Fair Market Value, or (c) by delivering
irrevocable instructions to a broker to promptly deliver to the Company the amount of the exercise
price and all applicable withholding taxes (a “cashless exercise”), unless you are an executive
officer of the Company and such cashless exercise is prohibited by the Sarbanes-Oxley Act of 2002.
If Common Stock is used to pay the exercise price (“swap transaction”), the Common Stock used (i)
must have been owned by you for at least six months prior to the date of exercise or purchased by
you in the open market; and (ii) must not have been used in a stock-for-stock swap transaction
within the preceding six months. You shall not have any rights as a stockholder with respect to the
Shares of Common Stock subject to the Option until you have exercised the Option for such Shares.]



[For grant recipients who sign Trade Secrets Agreement (see below): The term of this Option
commences on [insert date of grant] and, except as provided in paragraph 3 below, ends on [insert
expiration date]. Except as provided in paragraph 3 below, this Option becomes exercisable
(“vests”) in full on [insert vesting date] (“vesting date”) provided that you satisfy each of the
following conditions (“vesting conditions”): (i) you sign the attached Wells Fargo Agreement
Regarding Trade Secrets, Confidential Information, And Non-Solicitation (“Trade Secrets
Agreement”); and (ii) after you cease to be an Employee and continuing through the vesting date (A)
you are available on a reasonable basis for consultation with management and to represent the
Company with customers, the community and team members, (B) you comply with terms of the Trade
Secrets Agreement, and (C) you do not perform services as an employee, consultant or otherwise for
a company or firm that is included in the Company’s “Peer Group” as such term is defined in the
Company’s proxy statement for its 2007 annual stockholders’ meeting filed under the Securities
Exchange Act of 1934 (“Exchange Act”) and as such term may be updated in the proxy statement for a
subsequent annual stockholders’ meeting filed under the Exchange Act. To exercise all or part of
the Option you must complete the exercise in a manner authorized by the Company and deliver payment
as described herein of the exercise price and all applicable withholding taxes. You must pay the
exercise price on the day you exercise the Option (a) in cash, (b) in whole shares of Common Stock
valued at their Fair Market Value, or (c) by delivering irrevocable instructions to a broker to
promptly deliver to the Company the amount of the exercise price and all applicable withholding
taxes (a “cashless exercise”), unless you are an executive officer of the Company and such cashless
exercise is prohibited by the Sarbanes-Oxley Act of 2002. If Stock is used to pay the exercise
price (“swap transaction”), the Stock used (i) must have been owned by you for at least six months
prior to the date of exercise or purchased by you in the open market; and (ii) must not have been
used in a stock-for-stock swap transaction within the preceding six months. You shall not have any
rights as a stockholder with respect to the Shares of Common Stock subject to the Option until you
have exercised the Option for such Shares.]



3. Retirement, Disability, Death or Other Termination of Employment. [If your termination of
employment is due to Retirement, your Option will become exercisable according to the table set
forth in paragraph 2 above (unless immediately vested and exercisable as a result of your death
following Retirement as provided below) and will remain exercisable until the expiration date or
until one year after your date of death, whichever occurs first. If you become permanently
disabled (as determined by Wells Fargo) while you are employed by Wells Fargo, 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 Wells Fargo or following your Retirement, the entire Option is immediately vested and
exercisable, and your Beneficiary as determined in accordance with the Plan may exercise the Option
until one year after the date of your death or until the Option expires, whichever occurs first.
If you leave Wells Fargo’s employment for any reason other than death, permanent disability,
Retirement, or discharge for cause, you may exercise that part of the Option which was exercisable
on the date of termination (as determined by Wells Fargo) at any time within three (3) months after
such date of termination or until the expiration date of the Option, whichever occurs first. If
you are discharged for cause, the Option will expire upon receipt by you of oral or written notice
of termination.]







 









 







[For acceleration of grant on Retirement: If your termination of employment is due to Retirement,
your Option will immediately vest and become exercisable until the expiration date or until one
year after your date of death, whichever occurs first. If you become permanently disabled while
you are employed by Wells Fargo, 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 Wells Fargo, the entire Option is
immediately vested and exercisable, and your Beneficiary as determined in accordance with the Plan
may exercise the Option until one year after the date of your death or until the Option expires,
whichever occurs first. If you leave Wells Fargo’s employment for any reason other than death,
permanent disability, Retirement, or discharge for cause, you may exercise that part of the Option
which was exercisable on the date of termination (as determined by Wells Fargo) at any time within
three (3) months after such date of termination or until the expiration date of the Option,
whichever occurs first. If you are discharged for cause, the Option will expire upon receipt by
you of oral or written notice of termination.]



[For executive officers who sign Trade Secrets Agreement (see below): If you cease to be an
Employee before the vesting date due to your permanent disability, the 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 before the vesting date, the Option is
immediately vested and exercisable, and your Beneficiary as determined in accordance with the Plan
may exercise the Option until one year after the date of your death or until the Option expires,
whichever occurs first. If you are discharged as an Employee for cause before the vesting date,
the Option will expire immediately. If you cease to be an Employee before the vesting date due to
Retirement or any other reason other than permanent disability, death or discharge for cause, then
(i) if you satisfy the vesting conditions the Option will vest and become exercisable on the
vesting date, or (ii) if you fail to satisfy the vesting conditions the Option will expire
immediately. Following vesting of the Option on the vesting date, the Option will remain
exercisable until it expires except in the event of your death in which case your Beneficiary as
determined in accordance with the Plan may exercise the Option until one year after the date of
your death or until the Option expires, whichever occurs first, or in the event of your discharge
for cause in which case the Option will expire immediately.]



[For Directors: Death or Other Termination. the event you leave the Board of Directors of the
Company for any reason other than your death or for cause, the Option will remain outstanding and
exercisable in accordance with the original terms until the expiration date or until one year after
your date of death, whichever occurs first. If you die, the entire Option is immediately vested
and exercisable, and your Beneficiary as determined in accordance with the Plan may exercise the
Option until one year after the date of your death or until the Option expires, whichever occurs
first. In the event you leave the Board of Directors for cause, the Option will terminate and be
cancelled as of the date you cease to be a Director.]



4. Compliance and Withholding Taxes. The issuance of Shares upon the exercise of the Option shall
be subject to compliance by the Company and you with all applicable requirements of law relating
thereto, including withholding tax obligations, and with all applicable regulations of any stock
exchange on which the Common Stock may be listed at the time of such issuance. You agree to
satisfy all withholding tax obligations applicable to the acquisition of Shares under the Option or
the disposition of such Shares that the Company deems necessary. Income taxes are computed based
on the difference between the Fair Market Value of the Shares acquired as of the date of exercise
and the exercise price for those Shares. Taxes may be paid either in cash or, if you elect, by
having the Company withhold from the Shares to be issued a number of Shares (valued at their Fair
Market Value as of the date of exercise) necessary to satisfy the taxes. The Company is not
obligated to exercise the Option and/or deliver the Shares until all payment obligations are met.



5. Nontransferability of Option. Unless the Committee provides otherwise, (i) no rights under
the Option will be assignable or transferable, and neither you nor your Beneficiary will have any
power to anticipate, alienate, dispose of, pledge or encumber any rights under the Option, and (ii)
the rights and the benefits of the Option may be exercised and received during your lifetime only
by you or your legal representative.



6. No Agreement for Wells Fargo to Continue Your Employment. Nothing in this Agreement gives you
any right to continued employment and Wells Fargo may terminate you at any time for any reason.



7. General Restrictions. The Company may delay the exercise of the 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.



8. Hold Through Retirement Provision. As a condition to receiving this Award, you agree to hold,
while employed by the Company or any Affiliate and for a period of one year after your Retirement,
shares of Common Stock equal to at least 50% of the after-tax shares of Common Stock (assuming a
50% tax rate) acquired upon exercise of this Award



9. 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
Company.




[Additional provision for options granted before 2004: Reload Option. If you exercise
this Option while you are employed by Wells Fargo and pay the exercise price in Stock as described
herein, you are hereby granted a non-qualified reload stock option (“Reload Option”) at the Fair
Market Value as of the date of such exercise. The Reload Option will be for the number of whole
Shares used in the swap exercise to pay the exercise price plus a number of Shares with respect to
the tax liability related to the exercise. Subject to the provisions of paragraph 3, the Reload
Option may be exercised between the date of grant and the date of expiration of this Option. The
Reload Option shall be subject to the terms and conditions of this Agreement, as modified by this
paragraph 5. No Reload Option is granted if this Option is exercised after your Retirement,
permanent disability, death or other termination of employment. No Reload Option is granted upon
exercise of the Reload Option.]



 









 





Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, And Non-Solicitation




I. Introduction



In consideration for the stock option grant awarded to me on [insert applicable date] by Wells
Fargo & Company (“the Company”), I acknowledge that the nature of my employment with the Company
permits me to have access to certain of its trade secrets and confidential and proprietary
information and that such information is, and shall always remain, the sole property of the
Company. Any unauthorized disclosure or use of this information would be wrongful and would cause
the Company irreparable harm. Therefore, I agree as follows:




II. Trade Secrets And Confidential Information



During the course of my employment I have acquired knowledge of the Company’s Trade Secrets and
other proprietary information relating to its business, business methods, personnel, and customers
(collectively referenced as “Confidential Information”). “Trade Secrets” are defined as
information, including but not limited to, a formula, pattern, compilation, program, device,
method, technique, or process, that: (1) derives independent economic value, actual or potential,
from not being generally known to the public or to other persons who can obtain economic value from
its disclosure or use and (2) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. The Company’s Trade Secrets include, but are not limited to, the
following:





	 	•	 	the names, address, and contact information of the Company’s customers and prospective
customers, as well any other personal or financial information relating to any customer or
prospect, including, without limitation, account numbers, balances, portfolios, maturity
dates, loans, policies, investment activities and objectives;
	 
	 	•	 	any information concerning the Company’s operations, including without limitation,
information related to its methods, services, pricing, finances, practices, strategies,
business plans, agreements, decision-making, systems, technology, policies, procedures,
marketing, sales, techniques and processes;
	 
	 	•	 	any other proprietary and/or confidential information relating to the Company’s
customers, employees, products, services, sales, technologies, or business affairs.




I understand that Records of the Company also constitute Confidential Information and that my
obligation to maintain the confidentiality thereof continues at all times during and after my
employment. “Records” include, but are not limited to, original, duplicated, computerized,
memorized, handwritten or any other form of information, whether contained in materials provided to
me by the Company, or by any institution acquired by the Company, or compiled by me in any form or
manner including information in documents or electronic devices, such as software, flowcharts,
graphs, spreadsheets, resource manuals, videotapes, calendars, day timers, planners, rolodexes, or
telephone directories maintained in personal
computers, laptop computers, personal digital assistants or any other device. These records do not
become any less confidential or proprietary to the Company because I may commit some of them to
memory or because I may otherwise maintain them outside of the Company’s offices.



I agree that Confidential Information of the Company is to be used by me solely and exclusively for
the purpose of conducting business on behalf of the Company. I am expected to keep such
Confidential Information confidential and not to divulge or disclose this information except for
that purpose. Upon my retirement, I agree to immediately return to the Company all Records and
Confidential Information, including information maintained by me in my office, personal electronic
devices, and/or at home.




III. Non-Solicitation Of Company’s Customers And Employees



I agree that for the period beginning on my retirement date with Company through [insert applicable
date] (“the Non-Solicitation Period”), I will not interfere with the Company’s business by directly
or indirectly soliciting an employee to leave the Company’s employ, by inducing a consultant to
sever the consultant’s relationship with Company, or by directly or indirectly soliciting business
from any of the Company’s clients, customers, or prospective customers whose identity became known
to me during my employment with the Company. This limitation is not intended to limit the Company’s
right to prevent misappropriation of its Confidential Information beyond the Non-Solicitation
Period.




IV. Partial Invalidity



If any provision of this Agreement is held to be unenforceable by a court of competent
jurisdiction, such provision shall be enforced to the greatest extent permitted and the remainder
of this Agreement shall remain in full force and effect.




V. Choice Of Law/Integration/Survival



This Agreement and any dispute, controversy or claim which arises under or relates in any way to it
shall be governed by the law of the state where the incident(s) giving rise to the dispute or claim
arose. This Agreement supersedes any prior written or verbal agreements pertaining to the subject
matter herein, and is intended to be a final expression of our Agreement with respect only to the
terms contained herein. There may be no modification of this Agreement except in writing signed by
me and an executive officer of the Company. This Agreement: shall survive my






 









 







employment by the Company; inure to the benefit of successors and assigns of the Company, and is
binding upon my heirs and legal representatives.




Acknowledgment



I acknowledge that I have read, understand, and received a copy of this Agreement and will abide by
its terms.




	 	 	 	 	 
	
 

	 	 

	 	 
	[Name of Grant Recipient]

	 	Date