WELLS FARGO LONG-TERM INCENTIVE COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
|Name:||Soc. Sec. No.:|
|Grant Date:||02/22/2005||Expiration Date:||02/22/2015|
1. Grant of Option. Wells Fargo& Company (the Company) has granted to you an option (Option) to purchase shares (theShares) of Wells Fargo & Company common stock (Common Stock). The Option is granted subject in all respects to the terms of the Companys Long-Term Incentive Compensation Plan (the Plan).
2. Term, Vesting and Exercise of Option. The term of this Option commences on02/22/2005 and, except as provided in paragraph 3 below, ends on 02/22/2015, provided you are continuously employed by the Company or an Affiliate (Wells Fargo). This Option is vested and exercisable in full as of 02/22/2005.If your employment with Wells Fargo is terminated, the Option may be exercised only as described in paragraph 3 below. While you are alive, the Option may be exercised only by you or your legal representative.
To exercise all or part of the Option you must deliver a Notice of Exercise, insuch form as the Company authorizes, along with payment as described herein of the exercise price and all applicable withholding taxes. You must pay the exercise price on the day you exercise the Option (a) in cash, (b) in whole shares of CommonStock valued at their Fair Market Value (the prior trading days closing price), or (c) by delivering, with your Notice of Exercise, irrevocable instructions to a broker to promptly deliver to the Company the amount of the exercise price andall applicable withholding taxes. If Stock is used to pay the exercise price (swap transaction), the Stock used (i) must have been owned by you for at least six months prior to the date of exercise or purchased by you in the open market;and (ii) must not have been used in a stock-for-stock swap transaction within the preceding six months. You shall not have any rights as a stockholder with respect to the Shares of Common Stock subject to the Option until you have exercised theOption for such Shares.
3. Retirement, Disability, Death or OtherTermination of Employment. If your termination of employment is due to Retirement, your Option will be exercisable until the expiration date or until one year after your date of death, whichever occurs first. If you become permanently disabledwhile you are employed by Wells Fargo, then your Option will be exercisable until one year after your date of death or until the Option expires, whichever occurs first. If you die while you are employed by Wells Fargo, the beneficiary as set forthin the Plan may exercise the Option until one year after the date of your death or until the Option expires, whichever occurs first.
If you leave Wells Fargos employment for any reason other than death, permanent disability, Retirement, or discharge for cause, you may exercise the Option at anytime within three (3) months after the date of termination. If you are discharged for cause, the Option will expire upon receipt by you of oral or written notice of termination.
4. Compliance and Withholding Taxes. The issuance of Shares upon the exercise of the Option shall be subject to compliance bythe Company and you with all applicable requirements of law relating thereto, including withholding tax obligations, and with all applicable regulations of any stock exchange on which the Common Stock may be listed at the time of such issuance. Youagree to satisfy all withholding tax obligations applicable to the acquisition of Shares under the Option or the disposition of such Shares that the Company deems necessary. Income taxes are computed based on the difference between the Fair MarketValue of the Shares acquired as of the date of exercise and the exercise price for those Shares. Taxes may be paid either in cash or, if you elect, by having the Company withhold from the Shares to be issued a number of Shares (valued at their FairMarket Value as of the date of exercise) necessary to satisfy the taxes. The Company is not obligated to exercise the Option and/or deliver the Shares until all payment obligations are met.
5. Transferability of Option. The Option may be transferred only by will, the laws ofdescent and distribution or by your designating a beneficiary in accordance with Section 10.1(e) of the Plan.
6. No Agreement for Wells Fargo to Continue Your Employment. Nothing in this Agreement gives you any right to continued employment and Wells Fargo may terminate you at any time for any reason.
7. General Restrictions. The Company may delay the exercise of the Option if itdetermines that (a) the Shares subject to the Option should be listed, registered or qualified on any securities exchange or under any law, or (b) the consent of a regulatory body is desirable.
8. Additional Provisions and Interpretation of this Agreement. This Agreement is subject to the provisions of thePlan. Capitalized terms not defined in this Agreement are used as defined in the Plan. If the Plan and this Agreement are inconsistent, provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are bindingon you and the Company.