Long-Term Incentive Compensation Plan



 Exhibit 10(a) 
 Form of Performance Share Award Agreement for Grants on or after February 28, 2012 

Brackets identify provisions that may vary depending on the particular grant, grant recipient and/or other relevant factor. 

WELLS FARGO & COMPANY 
 LONG-TERM INCENTIVE COMPENSATION PLAN 
 PERFORMANCE SHARE AWARD AGREEMENT

  

					
	  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 [if award agreement posted on plan administrator’s website: is identified as
the “Total Granted” on the acknowledgement screen for your grant on this website] [if award agreement not posted: is set forth above]. The Target Award Number is subject to upward and downward adjustments based on Company
performance during the [performance period] (the “Performance Period”) as set forth on Exhibit A. The “Final Award Number” is the number of Performance Shares awarded to you under this Award Agreement after adjusting the
Target Award Number in accordance with Exhibit A. This Award Agreement also grants Performance Shares with respect to dividend equivalents as provided in paragraph 4. 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 the Company performance criteria 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, including Exhibits A and B hereto and the attached Wells Fargo Agreement Regarding Trade Secrets, Confidential
Information, and Non-Solicitation. 

  

	 	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 (“Determination Date”). 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 (including any Performance Shares with respect to dividend equivalents as provided below) until settlement. However, you may be entitled to dividend equivalents as set forth in paragraph 4. Except as otherwise
provided in the Plan or this Award Agreement, vested Performance Shares will be settled and distributed in shares of Common Stock on [applicable date]. 


 

	 	3.	Termination.  

  

	 	(a)	If prior to [end of Performance Period or other applicable date] you cease to be an Employee due to your death, the Target Award Number of Performance Shares
under this Award Agreement after giving effect to any Net Operating Loss adjustments determined in accordance with Exhibit A for any years in the Performance Period completed prior to the year in which you die (and any Performance Shares with
respect to dividend equivalents as provided below) will immediately vest upon the date of your death and will be distributed to your Beneficiary in shares of Common Stock on the January 2 following the year in which you die. If you cease to be
an Employee due to your death on or after [end of Performance Period 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 with
respect to dividend equivalents as provided below) will vest upon the Determination Date and will be distributed to your Beneficiary on [applicable date]. 


 

	 	(b)	 If prior to the Determination Date you have an involuntary Separation from Service other than for Cause due to (i) application of the
Company’s Extended Absence Policy (as in effect as of the Grant Date) in connection with a Disability, (ii) placement on a Salary Continuation Leave of Absence or receipt of a lump sum severance benefit, or (iii) the Company or an
Affiliate entering into a corporate transaction with another company (the “buyer”) (including a transaction where the buyer acquires all or any portion of the 










	 	
assets, stock or operations of the Company or Affiliate) and pursuant to the terms of the transaction you continue in employment with the buyer after completion of the transaction, then the Final
Award Number of Performance Shares under this Award Agreement (and any Performance Shares with respect to dividend equivalents as provided below) will vest upon the Determination Date and will be distributed to you (or your Beneficiary if you have
died before such distribution) in shares of Common Stock on [applicable date]. For purposes of this Award, the term “Separation from Service” is determined by the Company in accordance with Section 409A (as defined in paragraph
11 below) and in accordance with the definition set forth on Exhibit B to this Award Agreement, which definition is incorporated by reference herein. For purposes of this Award, the terms “Cause” and “Disability” are defined as
set forth on Exhibit B to this Award Agreement, which definitions are incorporated by reference herein. Notwithstanding the foregoing, if you die following any such involuntary Separation from Service and prior to [end of Performance Period
or other applicable date], the Target Award Number of Performance Shares under this Award Agreement after giving effect to any Net Operating Loss adjustments determined in accordance with Exhibit A for any years in the Performance Period
completed prior to the year in which you die (and any Performance Shares with respect to dividend equivalents as provided below) will immediately vest and will be distributed to your Beneficiary in accordance with paragraph 3(a) above.


  

	 	(c)	If prior to the Determination Date, the Affiliate that employs you incurs a Change in Control and you do not continue employment with the Company or another Affiliate
immediately after the Change in Control, then the Final Award Number of Performance Shares under this Award Agreement (and any Performance Shares with respect to dividend equivalents as provided below) will vest upon the Determination Date and will
be distributed to you (or your Beneficiary if you have died before such distribution) in shares of Common Stock on [applicable date]. For purposes of this Award, the term “Change in Control” is defined as set forth on Exhibit B
to this Award Agreement, which definition is incorporated by reference herein. Notwithstanding the foregoing, if you die following such event and prior to [end of Performance Period or other applicable date], the Target Award Number of
Performance Shares under this Award Agreement after giving effect to any Net Operating Loss adjustments determined in accordance with Exhibit A for any years in the Performance Period completed prior to the year in which you die (and any Performance
Shares with respect to dividend equivalents as provided below) will immediately vest and will be distributed to your Beneficiary in accordance with paragraph 3(a) above. 


 

	 	(d)	If prior to the Determination Date you have a Separation from Service that constitutes a Retirement under the Plan, the Final Award Number of Performance Shares under
this Award Agreement (and any Performance Shares with respect to dividend equivalents as provided below) will vest upon the Determination Date and will be distributed to you (or your Beneficiary if you have died before such distribution) in shares
of Common Stock on [applicable date] 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, which agreement is incorporated by reference herein, (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 prior to [end of Performance Period or other applicable date] and have satisfied the vesting conditions set forth above through your date of death, the
Target Award Number of Performance Shares under this Award Agreement after giving effect to any Net Operating Loss adjustments determined in accordance with Exhibit A for any years in the Performance Period completed prior to the year in which you
die (and any Performance Shares with respect to dividend equivalents as provided below) will immediately vest and will be distributed to your Beneficiary in accordance with paragraph 3(a) above. 


 

	 	(e)	If you incur a Separation from Service other than for a reason described in paragraph 3(a), 3(b), 3(c) or 3(d), or you fail to comply with any applicable vesting
condition (including the vesting conditions set forth in paragraph 3(d)), any then unvested Performance Shares awarded hereby (including any Performance Shares with respect to dividend equivalents as provided below) will immediately terminate
without notice to you and will be forfeited. For avoidance of doubt, a “Separation from Service other than for a reason described in paragraph 3(a), 3(b), 3(c) or 3(d)” includes, without limitation, a voluntary Separation from Service that
does not constitute a Retirement and an involuntary Separation from Service for Cause. 


  
 2 









	 	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 the NOL Adjusted Target Award Number of Performance Shares as applicable under paragraphs 3(a), 3(b), 3(c) and 3(d)) [other base amount] 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 determined 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 [applicable base amount] 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
and are distributed, 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. 


 

	 	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 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 11 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.	[Stock Ownership Provision. If you are an Executive Officer of the Company or a member of its Operating Committee, 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. If you are not an Executive Officer or member of the Operating Committee, you are expected to hold that number of shares while employed by the Company or any Affiliate.] 


 

	 	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 conflict, 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. 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. 


 

	 	11.	 Section 409A. This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
and the applicable Treasury regulations or other binding guidance 



  
 3 









	 	
thereunder (“Section 409A”). Accordingly, all provisions included in this Award Agreement, 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. 

  

	 	12.	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 and in accordance with the definition set forth on Exhibit B to this Award Agreement, which definition is incorporated by reference
herein, 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
Separation from Service, or, if earlier, upon your death. 

  

	 	13.	No Fractional Shares. The number of Performance Shares to be distributed to you under this Award Agreement will be rounded down to the nearest whole share.


  

	 	14.	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, 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.


  

	 	15.	Applicable Law. This Award Agreement and the award of Performance Shares evidenced hereby will be governed by, and construed in accordance with the laws of the
state of Delaware (without regard to their choice-of-law provisions) except to the extent Federal law would apply. 

  

	 	16.	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. 

 [Insert
requirement to acknowledge and accept grant terms] 

  
 4 








 WELLS FARGO & COMPANY 

LONG-TERM INCENTIVE COMPENSATION PLAN 
 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
Group Companies the sum of such company’s Return on Realized Common Equity for each of the 12-month periods ending [applicable dates during the Performance Period or during other applicable period], which sum is then divided by
[applicable divisor]. 
 “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 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 Group Companies” means, in addition to the Company, the companies listed below provided that any such
company for which financial data as of [end of Performance Period or other applicable date], is not publicly available shall be eliminated as a Financial Performance Group Company. 

[Financial Performance Group Companies] 
 “Net Operating Loss” means for any year in the Performance Period a loss that results from adjusting a net loss as reported in the Company’s consolidated financial statements to eliminate
the effect of the following items, each determined based on generally accepted accounting principles: (1) losses resulting from discontinued operations; (2) extraordinary losses; (3) the cumulative effect of changes in generally
accepted accounting principles; and (4) any other unusual or infrequent loss which is separately identified and quantified. 

Determination of Final Award Number 
 Net Operating Loss Adjustments. If the Company incurs a Net Operating Loss for any year in the Performance Period, the Target Award Number will be reduced by one-third for each such year, effective
upon certification by the Committee of a Net Operating Loss for such year. The Target Award Number after giving effect to each such Net Operating Loss adjustment is referred to herein as the “NOL Adjusted Target Award Number.” If the
Company does not incur a Net Operating Loss in any year in the Performance Period, your NOL Adjusted Target Award Number will be the same as your Target Award Number. 
 RORCE Adjustment. The NOL Adjusted 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
calculate 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 NOL Adjusted Target Award Number. 

 

					
	 Company Return on Realized

Common Equity Ranking
	  	 Final Award Number

Percentage
	  	 Final Award Number of

Performance Shares

	 [applicable ranking]
	  	[applicable %]	  	 [applicable %] x NOL Adjusted

Target Award Number

	 [applicable ranking]
	  	[applicable %]	  	 [applicable %] x NOL Adjusted

Target Award Number

	 [applicable ranking]
	  	[applicable %]	  	 [applicable %] x NOL Adjusted

Target Award Number

	 [applicable ranking]
	  	[applicable %]	  	 [applicable %] x NOL Adjusted

Target Award Number



  
 5 








 If the Company Return on Realized Common Equity Ranking is between [applicable ranking range], the
Final Award Number Percentage shall be interpolated on a straight-line basis between [applicable percentage range] and the Final Award Number of Performance Shares shall be interpolated on a corresponding straight-line basis between
[applicable percentage range] of the NOL Adjusted Target Award Number. 
 If the Company Return on Realized Common Equity Ranking is
between [applicable ranking range], the Final Award Number Percentage shall be interpolated on a straight-line basis between [applicable percentage range] and the Final Award Number of Performance Shares shall be interpolated on a
corresponding straight-line basis between [applicable percentage range] of the NOL Adjusted Target Award Number. 
 If the Company does
not have the lowest Average Return on Realized Common Equity among the Financial Performance Group Companies and the Company Return on Realized Common Equity Ranking is less than [applicable ranking], the Final Award Number Percentage shall
be interpolated on a straight-line basis between [applicable percentage range] and the Final Award Number of Performance Shares shall be interpolated on a straight-line basis between [applicable percentage range] of the NOL Adjusted
Target Award Number. 
 In no event shall the Final Award Number Percentage be greater than [applicable percentage] nor shall the Final
Award Number of Performance Shares be greater than [applicable percentage] of the NOL Adjusted Target Award Number. 
 As provided in
paragraph 4, you will be entitled to receive Performance Shares with respect to dividend equivalents on the Final Award Number (or the Target Award Number, as applicable and as may be adjusted under paragraphs 3(a), 3(b), 3(c) and 3(d)) to determine
the total number of Performance Shares that will be distributed to you upon settlement. 
 [alternative performance criteria and/or
adjustments to determine Final Award Number of Performance Shares] 
 Committee Determination 

The Committee shall determine the Final Award Number of Performance Shares after the end of the Performance Period and not later than [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. 

  
 6 








 WELLS FARGO & COMPANY 

LONG-TERM INCENTIVE COMPENSATION PLAN 
 PERFORMANCE SHARE AWARD AGREEMENT 
 Exhibit B to Performance Share
Award Agreement 
 Cause 

“Cause” means your termination of employment by the Company arising from or on or after (1) the continued failure by you to substantially
perform your duties; (2) your conviction of a crime involving dishonesty or breach of trust, conviction of a felony, or commission of any act that makes you ineligible for coverage under Wells Fargo’s fidelity bond or otherwise makes you
ineligible for continued employment; or (3) your violation of the Company’s policies, including but not limited to Wells Fargo’s Code of Ethics and Business Conduct, Information Security Policies and Compliance and Risk Management
Accountability Policy. 
 Change in Control 
 “Change in Control” means a change in the ownership or effective control of the Company or the Affiliate that employs you, or in the ownership of a substantial portion of the assets of the
Company or the Affiliate that employs you within the meaning of Treas. Reg. section 1.409A-3(i)(5) as determined by the Company. 

Disability 
 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. 
 Separation from Service

 A “Separation from Service” occurs upon your death, retirement or other termination of employment or other event that qualifies
as a “separation from service” under Internal Revenue Code Section 409A and the applicable regulations thereunder as in effect from time to time. The Company shall determine in each case when a Separation from Service has occurred,
which determination shall be made in a manner consistent with Treasury Regulation Section 1.409A-1(h). The Company shall determine that a Separation from Service has occurred as of a certain date when the facts and circumstances indicate that
the Company (or an Affiliate, if applicable) and you reasonably anticipate that, after that date, you will render no further services, or your level of bona fide services (either as an employee or independent contractor) will permanently decrease to
a level that is 20% or less than the average level of your bona fide services (either as an employee or independent contractor) previously in effect for you over the immediately preceding 36-month period (or your entire period of service, if you
have been providing services for less than 36 months). 
 The following presumptions shall also apply to all such determinations: 

 

	(1)	Transfers. A Separation from Service has not occurred upon your transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to
another Affiliate. 

  

	(2)	Medical leave of absence. Where you have a medical leave of absence due to 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 six months, and you have not returned to employment with the Company or an Affiliate, a Separation from Service has occurred on the earlier of: (A) the first
day on which you would not be considered “disabled” under any disability policy of the Company or Affiliate under which you are then receiving a benefit; or (B) the first day on which your medical leave of absence period exceeds 29
months. 

  

	(3)	Military leave of absence. Where you have a military leave of absence, and you have not returned to employment with the Company or an Affiliate, a Separation
from Service has occurred on the day next following the last day on which you are entitled to reemployment rights under USERRA. 

  

	(4)	Salary continuation leave. A Separation from Service has occurred on the first day of your salary continuation leave taken under the Company’s salary
continuation leave program. 


  
 7 









	(5)	Other leaves of absence. In the event that you are on a bona fide leave of absence, not otherwise described in this definition, from which you have not returned
to employment with the Company or an Affiliate, your Separation from Service has occurred on the first day on which your leave of absence period exceeds six months or, if earlier, upon your termination of employment (provided that such termination
of employment constitutes a Separation from Service in accordance with the last sentence of the first paragraph of this definition). 

  

	(6)	Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade
or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company
and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury
Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). 

 Specified Employee 
 A “Specified Employee” means: 

 

	 	(1)	Any Participant who is a “key employee” under Internal Revenue Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the
regulations thereunder and disregarding Internal Revenue Code Section 416(i)(5)) at any time during the 12-month period ending on the specified employee identification date. For purposes of determining “key employee” status under
Internal Revenue Code Section 416(i)(1)(A)(i), except as required under such provision and the regulations thereunder, the term “officer” shall refer to an employee of the Company or an Affiliate with the title Senior Vice President
or above, and 

  

	 	(2)	Any participant who served as a member of the Company’s Management Committee at any time during the 12-month period ending on the specified employee identification
date. 

 For purposes of applying Internal Revenue Code section 409A, the “specified employee identification date” is
each December 31. Any person described in (1) or (2) above on a specified employee effective date shall be treated as a Specified Employee for the entire 12-month period beginning on the following April 1. 

Notwithstanding the above, in the event of a corporate transaction to which the Company or an Affiliate is a party, the Company may, in its discretion,
establish a method for determining Specified Employees pursuant to Treasury Regulation Section 1.409A-1(i)(6). 

  
 8 








 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 [applicable 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, and will acquire, 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 as any other personal or financial
information relating to any customer or prospect, including, without limitation, account numbers, balances, portfolios, maturity and/or expiration or renewal dates, loans, policies, investment activities, purchasing practices, insurance, annuity
policies and objectives; 


  

	 	•	 	 any information concerning the Company’s operations, including without limitation, information related to its methods, services, pricing, costs,
margins and mark-ups, finances, practices, strategies, business plans, agreements, decision-making, systems, technology, policies, procedures, marketing, sales, techniques, agent information 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,use or disclose this information except for that purpose. If I resign or am terminated from my employment for any reason, 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 termination date with the Company through the greater
of (i) the period beginning on my termination date through the Determination Date as defined in the Performance Share Award Agreement or (ii) the one-year period following my termination date (“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 with whom I had Material
Contact and/or regarding whom I received Confidential Information, for the purpose of providing products or services (“Competitive Products/Services”). “Material Contact” means











	 	
interaction between me and the customer, client or prospective customer within one (1) year prior to my Separation of Service (as defined in the Performance Award Agreement) which takes
place to manage, service or further the business relationship. 

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

 I acknowledge and agree that all inventions and all worldwide intellectual property rights that I make, conceive or first reduce to
practice (alone or in conjunction with others) during my employment with the Company are owned by the Company that (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or
demonstrably anticipated research or development of the Company whether or not I 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
the Company. 
 V. Partial Invalidity 
 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement 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 modified, that provision
shall be severed from the Agreement and all other provisions shall remain valid and enforceable. 
 VI. 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; provided, however, that the employee and customer non-solicitation provisions herein are in addition to, and not in lieu of, any such provisions contained in any prior agreements. 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. 
 Acknowledgement 
 I acknowledge that I have read, understand, and received a copy of this Agreement, and will abide by its terms. 
  

					
	  
	 	 	  	 
	[Name of Executive]	 		  	 Date


 [End of Form of Performance Share Award Agreement 

for Grants on or after February 28, 2012] 







 Form of Restricted Share Rights Award Agreement for Grants on or after February 28,
2012 
 Brackets identify provisions that may vary depending on the particular grant, grant recipient and/or other relevant factor.

 WELLS FARGO & COMPANY 
 LONG-TERM INCENTIVE COMPENSATION PLAN 
 RESTRICTED SHARE RIGHTS AWARD
AGREEMENT 
 [table below to be included only if award agreement is not posted on plan administrator’s website]

  

			
	 Name:
	  	Grant Date:
	 I.D. Number:
	  	Number 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 [if award agreement posted on plan administrator’s website: as set forth on the acknowledgement screen for your grant on
this website] [if not posted: 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: 

 [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 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.  

  

	 	(a)	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 the January 2 following the year in which you die or, if January 2
is not a business day, the first business day following that January 2. 

  

	 	(b)	If you have an involuntary Separation from Service for a reason other than for Cause due to: 


 

	 	(1)	application of the Company’s Extended Absence Policy in connection with a Disability, 


 

	 	(2)	placement on a Salary Continuation Leave of Absence or receipt of a lump sum severance benefit, or 


 

	 	(3)	the Company or an Affiliate enters into a corporate transaction with another company (the “buyer”) (including a transaction where the buyer acquires all or
any portion of the assets, stock or operations of the Company or Affiliate) and pursuant to the terms of the transaction you continue in employment with the buyer after completion of the corporate transaction, 


then any 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 from your Separation from Service. 
 The terms “Separation from Service” (which is determined by the Company in accordance with Section 409A (as defined in paragraph 10 below)), “Disability” and “Cause” are
set forth on Exhibit A to this Award Agreement, which definitions are incorporated by reference herein. 
  

	 	(c)	 If you have a Separation from Service for a reason other than Cause that is not addressed in paragraph (b) above and that Separation from Service
constitutes a Retirement under the Plan, 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 upon your date of death and will be settled and distributed to your Beneficiary in shares of Common Stock on the January 2 following the year in which you die or, if
January 2 is not a business day, the first business day following that January 2. 

  

	 	(d)	If the Affiliate that employs you incurs a Change in Control and you do not continue employment with the Company or another Affiliate of the Company immediately after
the Change in Control, 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 the Change in Control occurred. Exhibit A to this Award Agreement sets forth the definition of the term “Change in Control,” which
definition is incorporated in this Award Agreement by reference. 

  

	 	(e)	If you incur a Separation from Service other than for a reason described in paragraphs (a), (b), (c), and (d) above, 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 Paragraph 3] 
  

	3.	Termination.  

  

	 	(a)	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 no later than March 1 of the year immediately following the year in which
you die. 

  

	 	(b)	If you incur an involuntary termination of employment for a reason other than for Cause due to: 


 

	 	(1)	Application of the Company’s Extended Absence Policy in connection with a Disability. 


 

	 	(2)	Placement on a Salary Continuation Leave of Absence or receipt of a lump sum severance benefit, or 


 

	 	(3)	the Company or an Affiliate enters into a corporate transaction with another company (the “buyer”) (including a transaction where the buyer acquires all or
any portion of the assets, stock or operations of the Company or Affiliate) and pursuant to the terms of the transaction you continue in employment with the Buyer after completion of the corporate transaction, 


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 from your termination of employment. 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. For purposes of this Award, “Cause” is defined as your termination of employment by the Company arising from or on or after (1) the continued failure
by you to substantially perform your duties; (2) your conviction of a crime involving dishonesty or breach of trust, conviction of a felony, or commission of any act that makes you ineligible for coverage under Wells Fargo’s fidelity bond
or otherwise makes you ineligible for continued employment; or (3) your violation of the Company’s policies, including but not limited to Wells Fargo’s Code of Ethics and Business Conduct, Information Security Policies and Compliance
and Risk Management Accountability Policy. 
  

	 	(c)	If the Affiliate that employs you incurs a Change in Control and you do not continue employment with the Company or another Affiliate of the Company immediately after
the Change in Control, 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 the Change in Control occurred. For purposes of this Award, “Change in Control” means a change in the ownership or effective control of
the Company or the Affiliate that employs you, or in the ownership of a substantial portion of the assets of the Company or the Affiliate that employs you within the meaning of Treas. Reg. section 1.409A-3(i)(5) as determined by the Company.


  

	 	(d)	If you terminate employment other than for a reason described in paragraphs (a), (b) and (c) above, 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 and are distributed, 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. [During the period beginning on the Grant Date and ending on the date the Restricted Share Rights vest and are distributed, 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 Restricted Share Rights 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 Restricted Share Rights vest and are distributed, 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. In addition, the Company may withhold from your 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 10 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.] 

  

	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. 


 

	10.	[Section 409A. This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the 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. 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.] 

  

	11.	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 and in accordance with the definition set forth on Exhibit A to this Award Agreement, which definition is incorporated by
reference herein, 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 Separation from Service, or, if earlier, upon your death. 

  

	12.	[Stock Ownership Provision. If you are an Executive Officer of the Company or a member of its Operating Committee, 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. If you are not an Executive Officer or member of the Operating Committee, you are expected to hold that number of shares while employed by the Company or any Affiliate.] 









	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.	Applicable Law. This Award Agreement and the award of Restricted Share Rights evidenced hereby will be governed by, and construed in accordance with the laws of
the state of Delaware (without regard to their choice-of-law provisions) except to the extent Federal law would apply. 

  

	16.	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. 

 [Insert
requirement to acknowledge and accept grant terms] 







 Exhibit A 
 [Certain Definitions 
 Separation from Service 

A Participant’s “Separation from Service” occurs upon his or her death, retirement or other termination of employment or other event that
qualifies as a “separation from service” under Internal Revenue Code Section 409A and the applicable regulations thereunder as in effect from time to time. The Company shall determine in each case when a Participant’s Separation
from Service has occurred, which determination shall be made in a manner consistent with Treasury Regulation Section 1.409A-1(h). The Company shall determine that a Separation from Service has occurred as of a certain date when the facts and
circumstances indicate that the Company (or an Affiliate, if applicable) and the Participant reasonably anticipate that, after that date, the Participant will render no further services, or the Participant’s level of bona fide services (either
as an employee or independent contractor) will permanently decrease to a level that is 20% or less than the average level of the Participant’s bona fide services (either as an employee or independent contractor) previously in effect for such
Participant over the immediately preceding 36-month period (or the Participant’s entire period of service, if the Participant has been providing services for less than 36 months). 
 The following presumptions shall also apply to all such determinations: 
  

	(1)	Transfers. A Separation from Service has not occurred upon the Participant’s transfer of employment from the Company to an Affiliate or vice versa, or from
an Affiliate to another Affiliate. 

  

	(2)	Medical leave of absence. Where the Participant has a medical leave of absence due to 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 six months, and he or she has not returned to employment with the Company or an Affiliate, a Separation from Service has occurred on the earlier of:
(A) the first day on which the Participant would not be considered “disabled” under any disability policy of the Company or Affiliate under which the Participant is then receiving a benefit; or (B) the first day on which the
Participant’s medical leave of absence period exceeds 29 months. 

  

	(3)	Military leave of absence. Where the Participant has a military leave of absence, and he or she has not returned to employment with the Company or an Affiliate,
a Separation from Service has occurred on the day next following the last day on which the Participant is entitled to reemployment rights under USERRA. 

  

	(4)	Salary continuation leave. A Separation from Service has occurred on the first day of the Participant’s salary continuation leave taken under the
Company’s salary continuation leave program. 

  

	(5)	Other leaves of absence. In the event that the Participant is on a bona fide leave of absence, not otherwise described in this definition, from which he or she
has not returned to employment with the Company or an Affiliate, the Participant’s Separation from Service has occurred on the first day on which the Participant’s leave of absence period exceeds six months or, if earlier, upon the
Participant’s termination of employment (provided that such termination of employment constitutes a Separation from Service in accordance with the last sentence of the first paragraph of this definition). 


 

	(6)	 Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all
assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, the Participant becomes an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service
has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from
service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). 









 Specified Employee 
 A “Specified Employee” means: 
  

	 	(1)	Any Participant who is a “key employee” under Internal Revenue Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the
regulations thereunder and disregarding Internal Revenue Code Section 416(i)(5)) at any time during the 12-month period ending on the specified employee identification date. For purposes of determining “key employee” status under
Internal Revenue Code Section 416(i)(1)(A)(i), except as required under such provision and the regulations thereunder, the term “officer” shall refer to an employee of the Company or an Affiliate with the title Senior Vice President
or above, and 

  

	 	(2)	Any participant who served as a member of the Company’s Management Committee at any time during the 12-month period ending on the specified employee identification
date. 

 For purposes of applying Internal Revenue Code section 409A, the “specified employee identification date” is
each December 31. Any person described in (1) or (2) above on a specified employee effective date shall be treated as a Specified Employee for the entire 12-month period beginning on the following April 1. 

Notwithstanding the above, in the event of a corporate transaction to which the Company or an Affiliate is a party, the Company may, in its discretion,
establish a method for determining Specified Employees pursuant to Treasury Regulation Section 1.409A-1(i)(6). 
 Disability

 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. 
 Cause 

“Cause” means your termination of employment by the Company arising from or on or after (1) the continued failure by you to substantially
perform your duties; (2) your conviction of a crime involving dishonesty or breach of trust, conviction of a felony, or commission of any act that makes you ineligible for coverage under Wells Fargo’s fidelity bond or otherwise makes you
ineligible for continued employment; or (3) your violation of the Company’s policies, including but not limited to Wells Fargo’s Code of Ethics and Business Conduct, Information Security Policies and Compliance and Risk Management
Accountability Policy. 
 Change in Control 
 “Change in Control” means a change in the ownership or effective control of the Company or the Affiliate that employs you, or in the ownership of a substantial portion of the assets of the
Company or the Affiliate that employs you within the meaning of Treas. Reg. section 1.409A-3(i)(5) as determined by the Company.] 
 End of Form of Restricted Share Rights Award Agreement 
 for Grants on or after
February 28, 2012