RSR Award Agreement for John G. Stumpf



 Exhibit 10(e) 
 WELLS FARGO & COMPANY 
 LONG-TERM INCENTIVE COMPENSATION PLAN 
 RESTRICTED SHARE RIGHTS AWARD AGREEMENT 
  

											
	Name:	  	John G. Stumpf	 	 	 	Grant Date:	 	8/3/2009	 	 
	I.D. Number:	  	[Redacted]	 		 	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 provided below for the period of time during which any financial assistance received by the Company under the Troubled Asset Relief Program
(“TARP”) is outstanding or as otherwise provided in this Award Agreement, the Restricted Share Rights will vest according to the following schedule: 

 72,352        of
RSRs            on 8/3/2011             
 36,176        of
RSRs            on 8/3/2012             
 In accordance with the Emergency Economic Stabilization Act of 2008, as amended from time to time and implemented by regulation (“EESA”), and notwithstanding the schedule above or any other term of this
Award Agreement, no Restricted Share Rights granted hereby shall vest earlier than the following schedule: 
  

	 	•	 	 25% of the Restricted Share Rights awarded hereby at the time the Company repays 25% of the aggregate financial assistance received by the Company under TARP;



  

	 	•	 	 An additional 25% of the Restricted Share Rights awarded hereby at the time the Company repays 50% of the aggregate financial assistance received by the Company
under TARP; 


  

	 	•	 	 An additional 25% of the Restricted Share Rights awarded hereby at the time the Company repays 75% of the aggregate financial assistance received by the Company
under TARP; and 


  

	 	•	 	 The remaining 25% of the Restricted Share Rights awarded hereby at the time the Company repays 100% of the aggregate financial assistance received by the Company
under TARP. 


 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 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 the later to occur of (i) your date of death or termination of employment due to permanent disability or (ii) the date
immediately following satisfaction of any applicable TARP vesting condition described in paragraph 2 above. 

  

	 	(b)	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 later to occur of (i) the scheduled vesting date as set forth in paragraph 2 above or (ii) the date immediately following
satisfaction of any applicable TARP vesting condition described in paragraph 2 above; provided, however, if you die following Retirement, any then unvested Restricted Share Right will vest (A) immediately if any applicable TARP vesting
condition described in paragraph 2 above has been satisfied or (B) on the date immediately following satisfaction of such TARP vesting condition if not satisfied as of the date of your death. 









	 	(c)	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), whether unvested because the applicable vesting schedule has not been satisfied or because any applicable
TARP vesting condition has not been satisfied, 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, revoke, cancel or impose
additional conditions and restrictions on this Award if the Committee deems it necessary or advisable to comply with EESA or other applicable law or regulation. 

  

	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. 
  

	
	  

	John G. Stumpf