Exhibit 10(a)

 

 

 

 

(WELLS FARGO LOGO)

 

WELLS FARGO BONUS PLAN

 

The Plan is amended effective January 1, 2006 and supersedes the Wells Fargo Bonus Plan originally effective January 1, 2000, and clarified effective January 1, 2004. Participants, incentive opportunities and performance objectives shall be identified annually.

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PURPOSE OF THE PLAN

The purpose of the Wells Fargo Bonus Plan (the “Plan”) is to motivate a select group of management, supervisory and individual contributors to achieve superior results for Wells Fargo & Company and its subsidiaries (“Wells Fargo”). The Plan is designed to provide Participants with incentive compensation opportunities that focus on individual accountability for appropriate risk management and full compliance with applicable laws and regulations, as well as individual and team contributions through the measurement of meaningful performance goals that are consistent with Wells Fargo’s corporate and business unit objectives.

This document is comprised of three sections:

 

1.

 

Plan Eligibility

 

 

 

 

 

2.

 

Plan Components

 

 

 

 

 

3.

 

Plan Administration

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

PLAN ELIGIBILITY

A.

 

Plan Eligibility

 

 

 

 

 

A select group of Wells Fargo management, supervisors and individual contributors who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”). Eligibility for participation is determined on a case-by-case basis. Business unit managers are responsible for identifying Participants within their business units prior to the beginning of the Plan Year.

 

 

 

 

 

The intent of the Plan is to provide incentive awards to those Participants who are not eligible for a bonus or incentive compensation under any other plan or written agreement with Wells Fargo. Therefore, Plan Participants who participate in any other Wells Fargo-sponsored incentive compensation plan are not eligible to receive an award under this Plan.

 

 

 

B.

 

Plan Qualifiers.

 

 

 

 

 

For purposes of this Plan, a “Disqualifying Factor” is an event, the occurrence of which immediately invalidates a Participant’s opportunity for an incentive award. If a Participant’s incentive opportunity is subject to a Disqualifying Factor and the event occurs, the Participant shall have no incentive opportunity for that particular Plan Year.

 

1.

 

A Plan Participant must be employed by Wells Fargo as of the last day of the Plan Year in order to be eligible for an incentive award under the Plan, unless otherwise noted below or in the Plan Administration section. There will be no incentive opportunity for the Plan Year for those Participants who experience a voluntary or involuntary termination before the last day of the Plan Year. Exceptions may be made if the termination is a result of the Participant’s retirement, death or a qualifying event under the Wells Fargo & Company Salary Continuation Pay Plan

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as set forth in the leave of absence or death or retirement policies in the Plan Administration section.

 

 

 

 

 

2.

 

The Corporate EPS (Earnings Per Share) threshold must be met for payout to occur under this Plan. If the threshold EPS is not met, no bonuses will be earned unless specifically authorized by the Wells Fargo Board of Directors.

 

 

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

 

 

 

 

 

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

 

 

1.

 

Code of Ethics and Business Conduct;

 

 

 

 

 

2.

 

Information Security Policy, and/or

 

 

 

 

 

3.

 

Compliance and Risk Management Accountability Policy.

PLAN COMPONENTS

 

 

 

Bonus Opportunity

 

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

 

 

 

 

 

The incentive opportunity should be a range around the target:

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

-

 

50% of the target bonus

 

 

 

 

 

 

-

 

Paid for satisfactory performance that falls short of target.

 

 

 

 

 

 

 

 

 

 

 

 

Target

 

-

 

100% of the target bonus

 

 

 

 

 

 

-

 

Paid for good, commendable on plan performance.

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

-

 

150% of target bonus

 

 

 

 

 

 

-

 

Paid for performance that exceeds expectations.

 

 

 

 

Performance Measures

 

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

 

 

 

 

 

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

 

 

 

 

 

The Performance Measures should be indicators of the expected:

 

 

1.

 

Overall financial success at the Participant’s level or of the

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Participant’s business unit

 

 

 

 

 

2.

 

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

 

 

 

 

 

 

 

and/or

 

 

 

 

 

3.

 

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

 

 

 

Performance
Measures
(continued)

 

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

 

 

 

 

 

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

 

 

 

 

 

Some characteristics of Performance measures:

 

 

 

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

 

 

 

 

 

 

At least one Performance Measure should have a financial objective that is linked to overall corporate objectives.

 

 

 

 

 

 

For Staff Participants, at least one Performance Measure should be based on EPS.

 

 

 

 

 

 

Where possible, Participants should have at least one measure linked to either EPS, P&L or expense management. These measures can be set up as distinct MBOs or plan disqualifiers/hurdles.

 

 

 

 

 

 

For Compliance Professionals

 

1.

 

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

 

 

 

 

 

2.

 

The Compliance Professional’s direct manager will evaluate the Compliance Professional’s performance measures with input from the Compliance Professional’s

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dotted-line manager(s). The final award recommendation under this Plan will be jointly approved by the direct manager and the dotted-line manager.

 

 

 

 

 

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

 

 

 

Measure Weighting and Scoring

 

While Performance Levels are designated as target, threshold and maximum, individual measures can be scored as either an all-or-nothing goal or on a scale. Performance Measures may be weighted equally or weighted individually to correspond with the Participant’s accountability, strategic and tactical priorities, and/or the difficulty of achieving the goal.

 

 

 

 

 

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

 

 

 

Award Calculation

 

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

 

 

 

Each Performance Measure is evaluated individually following the end of the Plan Year. The Participant’s incentive award for a Plan Year is determined by adding the values determined for each Performance Measure taking into consideration any assigned weighting. The incentive award should be consistent with the overall Target Bonus opportunity identified for the Participant’s position.

 

 

 

 

 

 

A Participant’s award may be increased or decreased by up to 15% of its value, on a discretionary basis by the manager of the Participant’s business unit.

 

 

Incentive awards are based on the Participant’s base salary and will be paid to the Participant by March 15th following the end of the Plan Year.

 

 

 

 

 

 

With approval from the Plan Administrator, an incentive award may be reduced in any amount or denied for unsatisfactory performance. An incentive award may also be denied if a Participant is involuntarily terminated before the date that the Participant’s incentive award is paid.

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PLAN ADMINISTRATION

 

A.

 

Plan Administrator

 

 

 

 

 

 

 

The Plan Administrator is the Executive Vice President and Director of Human Resources. The Plan Administrator has full discretionary authority to administer and interpret the Plan and may, at any time, delegate to personnel of Wells Fargo such responsibilities as he or she considers appropriate to facilitate the day-to-day administration of the Plan. The Plan Administrator also has the full discretionary authority to adjust or amend a Participant’s incentive opportunity under the Plan at any time.

 

 

 

 

 

 

 

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

 

 

 

 

 

B.

 

Plan Year

 

 

 

 

 

 

 

Participant performance is measured and financial records are kept on a “Plan Year” basis. The Plan Year is the 12-month period beginning each January 1 and ending on the following December 31, unless the Plan is modified, suspended or terminated.

 

 

 

 

 

C.

 

Disputes

 

 

 

 

 

 

 

If a Participant has a dispute regarding his/her incentive award under the Plan, the Participant should attempt to resolve the dispute with the manager of his/her business unit. If this is not successful, the Participant should prepare a written request for review addressed to the Participant’s Human Resources representative. The request for review should include any facts supporting the Participant’s request as well as any issues or comments the Participant deems pertinent. The Human Resources representative will send the Participant a written response documenting the outcome of this review in writing no later than 60 days following the date of the Participant’s written request. (If additional time is necessary, the Participant shall be notified in writing.) The determination of this request shall be final and conclusive upon all persons.

 

 

 

 

 

D.

 

Amendment or Termination

 

 

 

 

 

 

 

The Board of Directors of Wells Fargo & Company (the “Company”), and the Human Resources Committee of the Board of Directors, the Company’s President, any Vice Chairman, or the Executive Vice President of Human Resources may amend, suspend or terminate the Plan at any time, for any reason. No amendment, suspension or termination of the Plan shall adversely affect a Participant’s incentive award earned under the Plan prior to the effective date of the amendment, suspension or termination, unless otherwise agreed to by the Participant.

 

 

 

 

 

E.

 

Leaves of Absence

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

 

 

 

 

 

 

 

For Participants who receive notice of a qualifying event under the Wells Fargo & Company Salary Continuation Pay Plan, the Notice Period (as defined by that plan) should be considered in determining whether the Participant satisfies the three-month “actively at work” requirement. Incentive awards will be determined following the end of the Plan Year.

 

 

 

 

 

F.

 

Changes in Employment Status

 

1.

 

Employees hired after the beginning of the Plan Year may be eligible to participate in the Plan. Incentive Opportunity Percentages and Performance Measures should be designed accordingly. Where Performance Measures are impractical to develop for a partial Plan Year, eligibility should be delayed until the next Plan Year.

 

 

 

 

 

2.

 

If, during the Plan Year, a Participant transfers to another business unit or receives a promotion to a new position within Wells Fargo, the Participant’s incentive award should be pro-rated provided the Participant met some or all of the Performance Measures prior to the transfer or promotion. Incentive awards will be determined following the end of the Plan Year.

 

 

G.

 

Death or Retirement

 

 

 

 

 

 

 

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

 

 

 

 

 

H.

 

Withholding Taxes

 

 

 

 

 

 

 

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

 

 

 

 

 

I.

 

Not an Employment Contract

 

 

 

 

 

 

 

The Plan is not an employment contract and participation in the Plan does not alter a Participant’s at-will employment relationship with Wells Fargo. Both the Participant and Wells Fargo are free to terminate their employment relationship at any time for any reason. No rights in the Plan may be claimed by any person whether or not he/she is selected to participate in the Plan. No person shall acquire any right to an accounting or to examine the books or the affairs of Wells Fargo.

 

 

 

 

 

J.

 

Assignment

 

 

 

 

 

 

 

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

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K.

 

Unsecured Obligations

 

 

 

 

 

 

 

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

 

 

 

 

 

L.

 

Pro-Rated Awards

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual
Salary

 

X

 

Ratio
Of Months
Worked

 

X

 

Target
Incentive
%
 

 

=

 

Target
Pro-Rated
Bonus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Salary
 
$100,000

 

X

 

 
Months
Complete
10/12

 

X

 

 
Target
Incentive
10%

 

=

 

 
Pro-Rated
Bonus
$8,333.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M.

 

Code of Conduct

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

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