For Awards subject to US tax laws, to the extent incentive compensation under the Plan is paid in cash no later than two and one-half months following the end of the Plan Year, the Company intends such Award to qualify as a short-term deferral exempt from the requirements of Internal Revenue Code Section 409A. If, however, it is administratively impracticable to pay an Award within two and one-half months following the end of the Plan Year (generally March 15th) or a payment is delayed due to an unforeseeable event or investigation, payment will be made as soon as administratively possible but in no event later than the end of such calendar year following the end of the Plan Year. In the event an Award payable under the Plan does not qualify for treatment as an exempt short-term deferral, such amount will be paid in a manner that will satisfy the requirements of Internal Revenue Code Section 409A and applicable guidance thereunder.

2Wells Fargo Bonus Plan

Awards for non-US Participants will be paid or provided no later than the monthly or semi-monthly regularly scheduled payroll date for the month of February of the calendar year following the end of the Plan Year, unless otherwise specified in the Country Appendix covering the Participant.

Participants must be employed on the Award Payment Date to be eligible for an Award unless otherwise noted below, subject to the Plan’s other terms and conditions, including criteria set forth in [Section IV].

Despite participation in the Plan, a Participant’s employment relationship with their Employer may be terminated at any time in accordance with the Participant’s employment contract or Applicable Laws, Policies, and Expectations. The Plan does not form part of a Participant’s contract of employment, unless otherwise required by Applicable Laws, Policies, and Expectations.

US Tranche Commitments. Subject to the terms and conditions set forth herein, each US Tranche Lender agrees to make US Tranche Revolving Loans denominated in US Dollars to the US Tranche Borrowers from time to time during the Availability Period in principal amounts at any time outstanding that will not result in # the Aggregate US Tranche Revolving Credit Exposure exceeding the aggregate US Tranche Commitments or # the US Tranche Revolving Credit Exposure of any Lender exceeding its US Tranche Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Tranche Borrowers may borrow, prepay and reborrow US Tranche Revolving Loans.

Minimum US Availability. Permit US Availability to less than # ​ at any time between and including the Seventh Amendment Effective Date and ​, or # ​ at any time on or after ​.

1 NTD: The Rights Holders need enter into a separate agreement describing how these amounts shall be distributed among the Rights Holders

#S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: # determine which Affiliates shall be covered by the Plan; # determine which Eligible Individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; # establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in [Sections 3.1 and 3.3]3] hereof, respectively; and # take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.