Evaluation of Performance. The Committee may provide in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: # a Change in Control; # a declaration and distribution of stock dividends or stock splits; # mergers, consolidations or reorganizations; # acquisitions or dispositions of material business units; # extraordinary, non-core, non-operating or non-recurring items; # infrequently occurring or extraordinary gains or losses; and # any restructuring.

Evaluation of Performance. The Compensation Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: # asset write-downs, # litigation or claim judgments or settlements, # the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, # any reorganization and restructuring programs, # unusual or infrequently occurring items as described in FASB Accounting Standards Codification 220-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, # acquisitions or divestitures, and # foreign exchange gains and losses.

Evaluation Period. The “Evaluation Period” shall be the three-year period comprised of the calendar years 2019, 2020 and 2021.

Evaluation and Vesting Conditions. Within 60 days after the end of the Performance Period, the Committee will certify in writing whether the Performance Goal has been achieved. If the Performance Goal has been achieved, an Award shall be made.

All awards under the Plan shall require a satisfactory performance evaluation.

The Portfolio’s Performance Ranking will be used to determine a performance score of between 0.00 and 2.00 for the Evaluation Period, based on the following schedule:

The Company will work with the Independent Data Source to ensure, to the extent practicable, that the list of firms comprising the Investment Benchmark and all data necessary to calculate the Performance Ranking and the Performance Factor are received by March 1st of the year immediately following the Evaluation Period. In all events, distributions under this Agreement must be made on or before March 15th of the year immediately following the Evaluation Period.

Your base salary will be reviewed annually. Any increase, if awarded, will be effective on ​ after the completion of a formal performance evaluation. Your salary and performance will be reviewed on an annual basis thereafter.

A determination by the HRC that a bonus pool will be funded and Award payouts will occur under the Plan based on its evaluation of Wells Fargo’s performance.

Performance. During the term of his employment, Employee shall devote substantially all of his business time, best efforts and attention to the business, operations and affairs of Company unless otherwise agreed to in writing by the Parties. Employee’s principal place of business shall be located in Venice, Florida.