exv10wa






Exhibit 10(a)




Form of Performance Share Award Agreement for Grants on or after February 22, 2011*




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 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 may 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 (“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
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 [insert
applicable date].
	 
	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, 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 the date of your death and will be distributed to your
Beneficiary in shares of Common Stock on [insert applicable date]. If you cease to be an
Employee due to your death on or after [insert 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
and will be distributed to your Beneficiary on [insert applicable date].
	 
	(b)	 	If prior to the Determination Date you have an involuntary Separation from Service
under the Company’s Extended Absence Policy (as in effect as of the Grant Date) in
connection with a Disability, 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 and will be distributed to you
(or your Beneficiary if you have died before such distribution) in shares of Common Stock
on [insert 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 term “Disability” 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 involuntary Separation from Service and prior to
[insert end of Performance Cycle or other applicable date], the Target Award Number of
Performance Shares under this Award Agreement will immediately vest and will be
distributed to your Beneficiary in accordance with paragraph 3(a) above.







 




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




 









 











	(c)	 	If prior to the Determination Date you have an involuntary Separation from Service
other than for Cause, the Final Award Number of Performance Shares awarded hereby (and
any Performance Shares with respect to dividend equivalents as provided below) will vest
as of 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 [insert applicable
date]. For purposes of this Award, “Cause” 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 involuntary Separation from Service and prior to
[insert end of Performance Cycle or other applicable date], the Target Award Number of
Performance Shares under this Award Agreement 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
awarded hereby (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
[insert 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 [insert
end of Performance Cycle 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 will immediately vest and will be
distributed to your Beneficiary in accordance with paragraph 3(a) above.
	 
	(e)	 	If you cease to be an Employee other than as 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 granted 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 as 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 or an involuntary
Separation from Service for Cause.
	 
	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 paragraphs 3(a), 3(b), 3(c) and 3(d)) 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 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.]




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	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.	 	[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.]
	 
	 	 	[Hold While Employed Provision. Consistent with the Company’s Stock Ownership Policy, you
are expected to hold, while employed by the Company or any Affiliate, 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. 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 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.
	 
	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.	 	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





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	 	 	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.	 	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.
	 
	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.





[Insert requirement to acknowledge and accept grant terms]






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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 [insert applicable date(s)], which sum is then divided by [insert 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 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 [insert end of
Performance Cycle or other applicable date], is not publicly available shall be eliminated as
a Financial Performance Group Company.




[Bank of America Corporation



     BB&T Corporation




     Capital One Corporation




     Citigroup Inc.




     Fifth Third Bancorp




     JPMorgan Chase & Co.




     KeyCorp




     The PNC Financial Services Group, Inc.




     Regions Financial Corporation




     SunTrust Banks, Inc.




     U.S. Bancorp]





[Insert alternative or additional companies or index of companies]


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
	[insert applicable % or % range]

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






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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
Financial Performance Group Companies and the Company Return on Realized Common Equity Ranking is
less than [insert applicable percentage], 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 straight-line basis between [insert applicable range]
of the Target Award Number.] [If the Company Return on Realized Common Equity is less than [insert
applicable percentage], the Final Award Percentage shall be [insert applicable 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 of Performance Shares,
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 after [end of
Performance Cycle] and not 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.





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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.




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.
	 
	(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).




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	(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).










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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
applicable 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





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	 	 	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 22, 2011]




10









 








Form of Restricted Share Rights Award Agreement for Grants on or after February 22, 2011*




WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

RESTRICTED SHARE RIGHTS AWARD AGREEMENT



	 	 	 
	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 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 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 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 vest and will be settled and distributed
to you in shares of Common Stock within 90 days from your Separation from Service. For
purposes of this Award, the term “Separation from Service” is determined by the Company in
accordance with Section 409A (as defined in paragraph [__] below) and in accordance with
the definition set forth on Exhibit A to this Award Agreement, which definition is
incorporated by reference herein. 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.
	 
	 	(c)	 	If you have an involuntary Separation from Service other than for Cause, 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
Separation from Service. 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.







 




			
	*	 	 Brackets identify provisions that may
vary depending on the particular grant, grant recipient and/or other relevant
factor, including whether the recipient will be retirement eligible prior to
final scheduled vesting and whether the recipient is subject to a jurisdiction
outside the United States.




11









 











	 	(d)	 	If you have a Separation from Service that 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.
	 
	 	(e)	 	If you cease to be an Employee other than due to your death, your Retirement, your
involuntary Separation from Service under the Company’s Extended Absence Policy in
connection with a Disability or your involuntary Separation from Service other than for
Cause, 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]





	 	(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 have an involuntary Separation from Service 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 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, the
term “Separation from Service” is determined by the Company in accordance with Section
409A (as defined in paragraph [__] below) and in accordance with the definition set forth
on Exhibit A to this Award Agreement, which definition is incorporated by reference
herein. 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.
	 
	 	(c)	 	If you have an involuntary Separation from Service other than for Cause, 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 you incurred the Separation from Service.
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.
	 
	 	(d)	 	If you cease to be an Employee other than due to your death, your involuntary
Separation from Service under the Company’s Extended Absence Policy in connection with a
Disability or your involuntary Separation from Service other than for Cause, 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]





	 	(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 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 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





12









 





	 	 	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 [__] 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






13












 






	 	 	 	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.] [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.]
	 
	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




14









 






	 	 	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.	 	[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.]
	 
	 	 	[Hold While Employed Provision. Consistent with the Company’s Stock Ownership Policy, you are
expected to hold, while employed by the Company or any Affiliate, 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.	 	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]







15









 







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 Section 15(b), 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 section).
	 
	(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).




16









 










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).




[End of Form of Restricted Share Rights Award Agreement

for Grants on or after February 22, 2011]








17









 








Action of Human Resources Committee on November 16, 2010 Amending Restricted Share Rights
Award Agreements for February 24, 2009 Grants to Howard I. Atkins, David A. Hoyt, Mark C. Oman and
Carrie L. Tolstedt




     RESOLVED that the Award Agreements for the February 24, 2009 grants of Restricted Share Rights
under the Company’s Long-Term Incentive Compensation Plan to Howard I. Atkins, David A. Hoyt, Mark
C. Oman and Carrie L. Tolstedt are hereby amended to delete the existing paragraph 3(b) and to
insert the following new paragraphs 3(b) and 3(c):



     3. Termination.




	 	(b)	 	If you cease to be an Employee due to your Retirement, any then unvested
Restricted Share Rights awarded hereby (including any Restricted Share Rights granted
with respect to dividend equivalents as provided below) will continue to vest upon the
scheduled vesting dates as set forth in paragraph 2 above provided that beginning
immediately after you cease to be an Employee and continuing until the applicable
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 its affiliates, the management or the board of
directors of the Company or its affiliates, or the products, services or the business
condition of the Company or its affiliates in any public way or to anyone who could
make those statements public, and (iii) you do not perform services, directly or
indirectly, as an officer, director, employee, consultant or otherwise for an entity
that is included in the Company’s “Peer Group.” For this purpose, “Peer Group” means,
as of the time of determination, the Company’s peer group for financial performance
comparison purposes as set forth in the Company’s most recent definitive proxy
statement for its annual stockholders’ meeting as filed pursuant to the Securities
Exchange Act of 1934. Notwithstanding the foregoing, if you die following your
Retirement and have satisfied the vesting conditions set forth above through your date
of death, all then unvested Restricted Share Rights (including all Restricted Share
Rights granted with respect to dividend equivalents as provided below) will immediately
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, permanent
disability or Retirement, any then unvested Restricted Share Rights awarded hereby
(including any Restricted Share Rights granted with respect to dividend equivalents as
provided below) will immediately terminate without notice to you and will be forfeited.






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