Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations that may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Plan Administrator. The Plan will be administered by the Administrator. The books and records to be maintained for the purpose of the Plan shall be maintained by the Company at its expense. All expenses of administering the Plan shall be paid by the Company.

Recovery Plan. In addition to damages assessed for late delivery, Delivery or completion in accordance with Article 7.3 and Table 5, in the event of a failure to meet any such delivery, Delivery or completion date for any Customer Satellites by more than thirty (30) Calendar Days, the Contractor shall provide to Customer a recovery plan which provides for Contractor coming back into compliance with the Delivery Schedule, or as nearly in compliance as possible under the circumstances. Customer shall have the right to review and comment on such recovery plan, and Contractor shall consider such comments in good faith. Following approval by Customer, not to be unreasonably withheld, conditioned or delayed, the Contractor shall implement such recovery plan at the Contractor’s sole expense. Any dispute relating to adequacy of a recovery plan shall be resolved in accordance with [Article 25.0], Disputes. Failure of the Contractor to propose a recovery plan as required by this Article 7.6, or any material breach of such a recovery plan once proposed by the Contractor and approved by Customer, may give Customer various remedies hereunder. In no event shall performance of any recovery plan result in or be made contingent upon agreement by Customer to the adjustment of Delivery dates or the waiver or reduction of any liquidated damages or other remedy.

The Confirmed Plan has been confirmed by an order that is in full force and effect, is not subject to a pending appeal or motion for leave to appeal or other proceeding to set aside such order and has not been reversed, modified, amended, stayed or vacated absent the written consent of [[Organization B:Organization]].

Confirmed Plan. The conditions to the Plan Effective Date shall have been satisfied or waived (in each case, none of the conditions precedent shall have been waived absent

Space Plan. Tenant or Tenant’s Architect shall prepare a proposed space plan for the Tenant Improvements in the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: # the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; # the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or # the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”).

Plan Reserve. Subject to adjustment as provided in Section 18, an aggregate of 8,500,000 Shares, plus the number of Shares available for issuance under the Prior Plan that had not been made subject to outstanding awards as of the Effective Date, plus the number of Shares described in Section 6(c), are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or shares reacquired at any time and now or hereafter held as treasury stock. The aggregate number of Shares reserved under this Section 6(a) shall be depleted by the number of Shares, if any, that are subject to an Award as determined at the time of grant; provided that the aggregate number of Shares reserved under this Section 6(a) shall be depleted by two Shares for each Share delivered in payment or settlement of a full-value Award. For this purpose, a full-value Award includes Restricted Stock, Restricted Stock Units payable in Shares, Performance Shares, Performance Units payable in Shares, and any other similar Award payable in Shares under which the value of the Award is measured as the full value of a Share, rather than the increase in the value of a Share. Notwithstanding the foregoing, the Company may issue only such number of Shares as is described in the first sentence of this Section 6(a) upon the exercise of incentive stock options. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share.

Wells Fargo management, supervisors, individual contributors and other groups of team members who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”). Business unit managers, in consultation with their Human Resources partners, are responsible for identifying Participants within their business units who are eligible to participate in the Plan.

Plan Administration. The Committee shall be responsible for administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. The Committee may, in its discretion, but only to the extent permitted by Section 162(m) of the Code (as applicable), delegate to one or more directors or employees of the Company any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.

Unfunded Plan. Each Award Opportunity granted under the Plan represents only a contingent right to receive all or a portion of the number of Maximum Shares subject to the terms and conditions of the Award Agreement, the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Nothing in the Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Long-Term Incentive bonus other than as an unsecured general creditor with respect to any payment to which he or she may be entitled under the Plan.