ITEM 3APPROVE THE COMPANYS AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN

Exhibit 10(a)

ITEM 3—APPROVE THE COMPANY’S AMENDED AND RESTATED

LONG-TERM INCENTIVE COMPENSATION PLAN

On February 26, 2013, the Board approved an amendment and restatement (Plan Amendment) to our Long-Term Incentive Compensation Plan (LTICP). The primary purposes of the Plan Amendment are to:

In addition, the Plan Amendment makes certain additional clarifying and other changes to the terms of the LTICP. The Plan Amendment will not take effect unless stockholders approve it at the annual meeting. If stockholders approve the Plan Amendment, the maximum number of shares that may be issued under the LTICP on or after March 1, 2013, assuming no cancellation or forfeiture of outstanding awards, will be 546,035,566 shares. Assuming the maximum number of performance shares and including dividend equivalents through February 28, 2013 on RSRs and the maximum number of performance shares, this number represents 255,267,807 shares subject to outstanding awards as of March 1, 2013 and 140,767,759 shares available for but not yet subject to a grant or award as of March 1, 2013, plus the additional 150 million shares authorized by the Plan Amendment.

Based on 5,266,314,176 shares of our common stock outstanding as of December 31, 2012, if all 255,267,807 shares subject to outstanding awards and all 140,767,759 shares available for future awards are ultimately issued, the stockholder dilution would be 7.5%. If all of the additional 150 million shares authorized by the Plan Amendment

are also ultimately issued, the stockholder dilution would be 10.4%. Both dilution percentages assume that shares subject to awards will be issued on a one-for-one basis even though since March 1, 2009 each share issued under awards other than options or SARs counts as two shares against the LTICP share reserve.

The Board believes that the LTICP is an important way to attract, retain and motivate key team members and directors to produce growth in stockholder value and provide incentive compensation. Participation in the LTICP rewards key team members and directors for superior performance by giving them an opportunity to participate in this growth. The purpose of the Performance Policy portion of the LTICP is to establish one or more performance goals for the payment of incentive compensation to our covered executive officers and fix the maximum cash incentive compensation award that may be paid to a covered executive officer, as described in “ Performance Policy ” below.

We are asking stockholders to approve the LTICP (including Performance Policy) in the form included at the end of this proxy statement as Exhibit A. The Board believes the additional 150 million shares for which we are requesting approval will provide a reasonable pool of equity awards that will allow us to continue using equity awards as a fundamental part of our compensation framework in alignment with our compensation principles. The approximate “run rate” for each of 2010, 2011 and 2012 was 0.5%, based on the number of shares subject to all equity awards granted under the LTICP in that year (assuming the maximum number of performance shares) divided by the average number of shares of common stock outstanding for that year. Based on our current grant practices and possible business growth, we estimate that the increased share reserve will allow us to continue to grant additional equity awards for approximately four to five years. The actual number of years could be influenced by a number of factors, including business growth, stock price, competitive pay practices, regulatory requirements, and our continued use of performance-based awards. In addition, one of the requirements under IRC Section 162(m) is that at least every five years our stockholders must approve the material terms of the performance goals or criteria pursuant to which incentive compensation intended to qualify as “performance-based compensation” is paid in order to be deductible by the Company for federal income tax purposes. Approval of Item 3 will constitute stockholder approval of the performance goals or criteria in the LTICP (including the Performance Policy portion). Stockholders last approved an amendment and restatement of the LTICP in 2008 and an amendment thereto in 2009 and last approved the Performance Policy in 2008.

Description of the LTICP

The following is a summary description of the LTICP reflecting the Plan Amendment. The full text of the LTICP reflecting the Plan Amendment is included at the end of this proxy statement as Exhibit A. Stockholders are urged to read the LTICP, as the summary of the material terms is qualified in its entirety by reference to the text of the LTICP set forth in Exhibit A.

LTICP Term. The Plan Amendment will become effective upon approval by the Company’s stockholders if the stockholders approve the Plan Amendment at the 2013 annual meeting. Under the Plan Amendment, no awards may be granted under the LTICP after the tenth anniversary of the date the Plan Amendment becomes effective, but any award granted prior to the tenth anniversary of the effective date may extend beyond that date.

Shares Authorized. If stockholders approve the Plan Amendment, a total of 546,035,566 shares will be issuable on or after March 1, 2013. If stockholders do not approve the Plan Amendment, a total of 396,035,566 shares will be issuable on or after March 1, 2013. The number of shares available for issuance under the LTICP is not reduced by shares counted with respect to awards that have been canceled, expired, forfeited or settled in cash or substitute awards granted in connection with a transaction.

Share Formula. Each share issued under awards other than options or SARs will count against the number of shares available under the LTICP as two (2) shares. Shares issued under options or SARs count against the shares available under the LTICP on a share-for-share basis.

Committee. The LTICP is administered by the HRC with respect to awards to employees and by the GNC with respect to non-employee directors or is administered by such other committee of two or more directors established by the Board from time to time (Committee).

Eligibility. Members of our Board, and employees and certain former employees (with respect to certain compensation earned while employed) selected by the Committee, are eligible to become participants in the LTICP. As of March 1, 2013, we had 16 non-employee directors and approximately 265,000 employees.

Director Awards. The Committee determines all awards to non-employee directors and such awards are not subject to management’s discretion. From time to time, the Committee will set the amount and the type of award that will be granted to non-employee directors on a periodic, nondiscriminatory basis. The Committee may also set additional awards to be granted to non-employee directors also on a periodic, nondiscriminatory basis based on one or more of the following criteria: (i) service as the chair of a Board committee; (ii) service as chairman of the Board or Lead Director; (iii) the number or type of Board committees on which a director serves; or (iv) the first selection or appointment of an individual to the Board.

Award Types. The Committee may grant awards in the form of stock options, SARs, restricted stock, RSRs, performance shares, performance units, stock awards or performance-based cash awards.

Individual Award Limits. Subject to certain anti-dilution and other adjustments, no participant may be granted in any calendar year (i) stock options or SARs covering more than 14,000,000 shares; or (ii) awards other than stock options or SARs covering more than 4,000,000 shares.

The maximum cash award under the Performance Policy portion of the LTICP payable in any calendar year to a participant may not exceed two-tenths of one percent (0.2%) of the Company’s “net income.” In addition, pursuant to an award of performance units granted under the LTICP that is intended to satisfy the requirements for “performance-based compensation” under IRC Section 162(m), the maximum cash amount payable in any calendar year to any participant may not exceed a dollar amount equal to two-tenths of one percent (0.2%) of the Company’s “net income” for that calendar year. For the purposes of the LTICP, the term “net income” means our net income for the applicable performance period as reported in our consolidated financial statements, adjusted to eliminate the effect of (i) losses resulting from discontinued operations; (ii) extraordinary gains or losses; (iii) the cumulative effect of changes in generally accepted accounting principles; and (iv) any other unusual or non-recurring gain or loss which is separately identified and quantified.

Administration. Subject to the provisions of the LTICP, the Committee has the power to:

Stock Options. Stock options may be granted as non-qualified stock options or incentive stock options, and must be granted at a price no lower than the fair market value of the stock on the day of grant. However, non-employee directors and former employees are not eligible for incentive stock options. Stock options may be exercised during a period of time fixed by the Committee, except that (i) stock options may not become fully vested until at least one year after the date of grant (except upon a change of control or termination of employment due to death, disability, or retirement); and (ii) no stock option may be exercised more than ten years after the day it is granted. Otherwise, the Committee has discretion to determine the number of shares subject to an option (subject to the LTICP’s stated limits), the vesting, expiration, and forfeiture provisions for options, the restrictions on transferability of an option, and any other terms and conditions otherwise consistent with the LTICP. The exercise price of an option may be paid through various means acceptable to the Committee, including in cash or, to the extent allowed by the Committee, by delivering (either physically or by attestation) previously owned shares or by delivering to us the proceeds of shares of our common stock issuable under an option or by other methods approved by the Committee. The LTICP prohibits re-pricing stock options without stockholder approval.

Stock Appreciation Rights. A stock appreciation right (SAR) entitles a participant to receive a payment, in cash, common stock, or a combination of both, in an amount equal to the difference between the fair market value of our common stock at the time of exercise and the exercise price of the award, which may not be lower than the fair market value of our common stock on the day of grant. SARs may be exercised during a period of time of up to ten years after the grant date, as fixed by the Committee. SARs may be granted either in tandem with, or as a component of, other awards granted under the LTICP, or not in conjunction with other awards and may, but need not, relate to a specific option. SARs are generally subject to the same terms and limitations as options or, when granted in tandem with other awards, to the same terms as those other awards. SARs cannot be re-priced without stockholder approval.

Restricted Stock, Restricted Share Rights and Stock Awards. An award of restricted stock consists of a specified number of shares of our common stock that are subject to restrictions on transfer, conditions of forfeiture, and any other terms and conditions for periods determined by the Committee. Prior to the termination of the restrictions, a participant may vote the restricted stock unless the Committee determines otherwise, but may not sell or otherwise transfer the shares. Unless the Committee determines otherwise, dividends or distributions paid with respect to unvested restricted stock are subject to the same restrictions and vesting schedule as the underlying restricted stock. The Committee may also make stock awards of common stock without restrictions except that such awards to team members can be made only if in lieu of salary, cash bonus, or other cash compensation.

An award of RSRs entitles a participant to receive a specified number of shares of our common stock upon the expiration of a stated vesting period. It may also include the right to dividend equivalents, to the extent provided by the Committee. Unless the Committee otherwise determines, dividend equivalents with respect to unvested RSRs are subject to the same restrictions and vesting schedule as the RSRs to which the dividend equivalents relate. Unless the Committee determines otherwise, after a RSR vests, the shares of common stock specified in the award will be issued to the participant. A participant who has been awarded RSRs may not vote the shares of common stock subject to the RSRs until the shares are issued. Until the vesting period applicable to a RSR award expires and the shares are issued, the participant also may not transfer or encumber any interest in the RSRs or in any related dividend equivalents.

The Committee has discretion to determine the terms of any award of restricted stock or RSRs, including the number of shares subject to the award (subject to the LTICP’s stated limits), and the minimum period over which the award may vest; provided that, subject to acceleration due to the participant’s death, disability, or retirement or a change in control of the Company and subject to a limited pool of awards (up to 5% of the number of shares issuable under the LTICP) not subject to these restrictions, referred to as “shorter vesting awards,” (i) in no event may the grant, issuance, retention, vesting, and/or settlement of shares under an award of RSRs that is based on the level of achievement versus performance criteria be subject to a performance period of less than one year; and (ii) no condition that is based solely upon continued employment or the passage of time may provide for vesting or settlement in full of an award of RSRs over a term of less than three years from the date of grant. These limitations do not apply to either shorter vesting awards or awards of RSRs granted in lieu of salary, cash bonus, or other cash compensation.

Performance Shares and Performance Units. A grant of performance shares or performance units entitles a participant to receive cash, common stock (which may be in the form of restricted stock or RSRs), or a combination of both, based on the degree of achievement of pre-established performance criteria over a performance period of one to five years, as determined by the Committee. The Committee has discretion to determine the terms of any award of performance shares or performance units, including the maximum amount payable (subject to the LTICP’s stated limits), the performance period, which must be a period of between one and five years, performance criteria (which may be based on Company, group, unit or individual performance), and level of achievement versus these criteria, the timing of any payment, restrictions on an award of performance shares or performance units prior to actual payment, forfeiture provisions, and any other terms and conditions consistent with the LTICP. The Committee may specify that all or a portion of an award of performance shares or performance units is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the IRC using “qualifying performance criteria” described below.

Qualifying Performance Criteria. The Committee may establish performance criteria and the level of achievement versus such criteria that determines the number of shares of common stock to be granted, retained, vested, issued, or issuable under or in settlement of or the amount payable pursuant to an award, which criteria may be based on qualifying performance criteria or other criteria based on Company, group, unit or individual performance. In addition, the Committee may specify a percentage of an award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the IRC, provided that the performance criteria for any portion of an award that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Section 162(m) of the IRC shall be a measure based on one or more qualifying performance criteria selected by the Committee and specified at the time the award is granted. Notwithstanding satisfaction of any performance criteria, the number of shares issued under or the amount paid under an award may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

Qualifying performance criteria may be any one or more of the following performance criteria, in each case as specified by the Committee in the award:

The qualifying performance criteria may be applied either individually, alternatively, or in any combination,

applied to either the Company as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a previous year’s results or to a designated comparison group. In addition, the Committee may provide that qualifying performance criteria be adjusted as determined appropriate by the Committee to the extent consistent with Section 162(m) of the Code including, without limitation, to reflect extraordinary, unusual or infrequently occurring events, transactions or other items; acquired, discontinued or disposed operations; effects of changes in accounting principles, tax or other laws or requirements; regulatory capital requirements; or similar events or circumstances.

For the purposes of the LTICP, the performance criteria have the meanings set forth below:

“Earnings per share” means our diluted earnings per share as reported in our consolidated financial statements for the applicable performance period adjusted in the same manner as described above for net income.

“Business unit net earnings” means the net earnings of the Company’s business unit managed by a participant, determined under generally accepted accounting principles, adjusted in accordance with our management accounting practices and conventions in effect at the beginning of the applicable performance period, and further adjusted in the same manner as described above for net income.

“Return on realized common equity” means our net income on an annualized basis less dividends accrued on outstanding preferred stock, divided by our average total common equity, excluding average accumulated comprehensive income as reported in our consolidated financial statements for the applicable performance period.

Performance Policy. The Performance Policy provides for payment of incentive compensation (unless determined otherwise by the Committee, annual incentive compensation) to “covered executive officers”. A “covered executive officer” is defined for purposes of the Performance Policy under the LTICP as any person who on the last day of the taxable year is: (i) the principal executive officer of the Company or acting in such capacity; (ii) one of the Company’s three highest compensated executive officers for the taxable year (other than the principal executive officer or principal financial officer); or (iii) an executive officer whose name and total compensation for the taxable year is included in the Summary Compensation Table included in the Company’s proxy statement.

Whether a person is the principal executive officer or among the three highest compensated executive officers for the taxable year (other than the principal executive officer or principal financial officer) is determined pursuant to the executive compensation disclosure rules under the Exchange Act. Each executive officer listed in the Summary Compensation Table was a covered executive officer under the Performance Policy for purposes of tax year 2012. To the extent Section 162(m) is amended or interpreted to cover additional persons with respect to the Company, those persons will also be covered executive officers under the Performance Policy.

A covered executive officer will receive an incentive compensation award under the Performance Policy within the LTICP only if one or more performance goals for the relevant “performance period” are met. The Performance Policy provides that a “performance period” is a calendar year beginning January 1 and ending December 31 unless the Committee determines otherwise. The Committee must set performance goals (which can be in the form of alternative goals) in writing for each performance period no later than 90 days after it starts. The Committee may set performance goals for awards under the Performance Policy portion of the LTICP from the qualifying performance criteria described above in “ Qualifying Performance Criteria ”.

The maximum cash incentive compensation award under the Performance Policy portion of the LTICP payable in any calendar year to any covered executive officer may not exceed two-tenths of one percent (0.2%) of the Company’s “net income” as described above.

Under the Performance Policy, the Committee has the discretion to reduce the incentive compensation award payable to a covered executive officer even if the performance criteria have been met. The Performance Policy also provides that the incentive compensation award determined and approved by the Committee for the principal executive officer be submitted to the Board of Directors for ratification. Incentive compensation awards to covered executive officers who have met their performance criteria may be paid in cash, stock (including restricted stock) or RSRs.

Tax Withholding. In connection with awards under the LTICP, the Company may withhold from any cash otherwise payable to a participant or require a participant to remit to us an amount sufficient to satisfy federal, state, local and foreign withholding taxes. Tax withholding obligations could be satisfied by withholding shares to be received upon exercise of an option or SAR, the vesting of restricted stock, performance share, or stock award, or the payment of a RSR, performance unit or performance-based cash award or by delivery to the Company of previously-owned shares of common stock.

Transferability. Awards are not transferable or assignable unless provided otherwise by the Committee with respect to certain specified family-related transfers.

Amendment and Termination. The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our stockholders, make any change to the LTICP that reduces the exercise price of or reprices outstanding stock options or stock appreciation rights or otherwise amends the LTICP in any manner requiring stockholder approval by law or under the NYSE listing requirements.

Outstanding Grants. Information about awards granted in 2012 under the LTICP to the named executives can be found in the Grants of Plan-Based Awards table. RSRs covering 96,128 shares and performance shares (subject to adjustment upward to a maximum of 125% or 150%, as applicable, of the target award and downward to 0%) covering 1,764,427 shares at target (2,629,905 shares at max) were granted in 2012 to current executive officers as a group under the LTICP. RSRs covering 18,247,404 shares and performance shares (subject to adjustment upward to a maximum of 125% of the target award and downward to 0%) covering 1,864,229 shares at target (2,330,286 shares at max) were granted under the LTICP in 2012 to all other team members (excluding current executive officers) as a group. In 2012, reload options (upon exercise of options granted during or prior to 2003) covering 763,191 and 1,065,567 shares were granted to current executive officers and all other team members (excluding current executive officers), respectively, under the LTICP. Information about the awards granted under the LTICP in 2012 to non-employee directors can be found in the Director Compensation Table. On January 2, 2013, following his election to the Board effective January 1, 2013, Mr. Richardson was awarded 1,427 shares of common stock under the LTICP, which he elected to defer as common stock units under the Director Deferral Plan.

Additional information about the LTICP and other plans pursuant to which awards in the form of shares of our common stock may be made to directors and employees in exchange for goods or services is provided under “ Equity Compensation Plan Information .” As of March 1, 2013, under the LTICP, there were (i) 168,490,662 shares of common stock subject to outstanding options at exercise prices ranging from $13.05 to $36.55 and with expiration dates ranging from July 22, 2013 to April 27, 2020, (ii) 70,623,391 shares of common stock subject to outstanding unvested RSRs scheduled to vest on dates ranging from March 15, 2013 to July 24, 2017, (iii) performance shares (subject to adjustment upward to a maximum of 125% or 150%, as applicable, of the target award and downward to 0%) covering 11,679,793 shares at target (16,153,754 shares at max). No stock appreciation rights, restricted stock awards or awards other than stock options, RSRs and performance share awards were outstanding under the LTICP as of March 1, 2013. On March 1, 2013, the closing market price of our common stock was $35.39.

Future Grants. No grants have been made that are contingent on the approval of the Plan Amendment by stockholders. Options or awards that may be granted in the future under the LTICP, as amended by the Plan Amendment, are within the discretion of the Committee. Under the directors equity compensation program currently in effect, unless otherwise determined by the Committee, each non-employee director elected at our 2013 annual meeting of stockholders will receive, under the LTICP, an award of our common stock having an award value of $150,000. A non-employee director who joins the Board will receive, under the LTICP, as of such other date, a stock award based on the full-year award value prorated to reflect the number of months (rounded up to the next whole month) remaining until the next annual meeting of stockholders. The number of shares of our common stock subject to a stock award will be determined by dividing the award value by the NYSE-only closing price of our common stock on the date of grant (rounded up to the nearest whole share).

The incentive awards that would be payable in the future under the Performance Policy as part of the LTICP to the covered executive officers cannot be determined because payments would be contingent upon each covered executive officer meeting the pre-established performance criteria. The maximum amount of the cash awards under

the Performance Policy would depend on the Company’s net income for the applicable calendar year. The actual incentive award may also reflect the Committee’s exercise of its discretion to reduce the award. The maximum cash award payable to a participant under the Performance Policy under the LTICP in a future calendar year if the Company’s net income equaled the Company’s 2012 net income of approximately $18.9 billion would be approximately $37.8 million (0.2% of $18.9 billion). Information about the actual incentive compensation awards paid to the Covered Executive Officers for 2012 under the Performance Policy is shown in column (g) of the Summary Compensation Table.

Certain Federal Income Tax Consequences

The following discussion of the U.S. federal income tax consequences of the LTICP is intended to be a general summary of applicable U.S. federal law as currently in effect. Foreign, state, and local tax consequences may differ and may be amended or interpreted differently during the term of the LTICP or of awards granted thereunder. Because the federal income tax rules governing awards and related payments are complex and subject to frequent change, award holders are advised to consult their individual tax advisors.

Non-Qualified Stock Options. A participant who is granted a non-qualified stock option will not recognize income and we will not be allowed a deduction at the time the option is granted. When a participant exercises a non-qualified stock option, the difference between the exercise price and any higher market value of the stock on the date of exercise (stock option gains) will be ordinary income to the participant and will generally be allowed as a deduction for federal income tax purposes to Wells Fargo. The capital gain holding period of the shares acquired will begin one day after the date the stock option is exercised. When a participant disposes of shares acquired by the exercise of the option, any amount received that is more than the fair market value of the shares on the exercise date will be treated as short-term or long-term capital gain, depending upon the holding period of the shares. If the amount received is less than the market value of the shares on the exercise date, the loss will be treated as short-term or long-term capital loss, depending upon the holding period of the shares.

Incentive Stock Options. A participant who is granted an incentive stock option also will not recognize income and we will not be allowed a deduction at the time the option is granted. When a participant exercises an incentive stock option while employed by us or within the three-month period (one-year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time. However, any excess of the fair market value of the shares acquired by such exercise over the exercise price will be an item of tax preference for purposes of any federal alternative minimum tax applicable to individuals. If the shares acquired upon exercise are disposed of more than two years after the date of grant and one year after the date of transfer of the shares to the participant (statutory holding periods), any sale proceeds that exceed the total exercise price of these shares will be long-term capital gain. Except in the event of the optionee’s death, if the shares are disposed of prior to the expiration of the statutory holding periods, referred to as a “disqualifying disposition,” generally, the amount by which the fair market value of the shares at the time of exercise exceeds the total exercise price will be ordinary income. If a disqualifying disposition occurs, we will generally be entitled to a federal tax deduction for a similar amount.

Stock Appreciation Rights. The grant of a SAR is generally not a taxable event for a participant. Upon exercise of the SAR, the participant will generally recognize ordinary income equal to the cash or the fair market value of any shares received. We will generally be entitled to a tax deduction at the same time for the same amount. The participant’s subsequent sale of the shares generally will give rise to capital gain or loss equal to the difference between the sale price and the ordinary income recognized when the participant received the shares, and these capital gains (or losses) will be treated as short-term or long-term capital gains (or losses), depending upon the holding period of the shares.

Restricted Stock, Restricted Share Rights, Performance Shares and Stock Awards. Grantees of restricted stock, RSRs, performance shares, or stock awards (to the extent such awards are unvested at the time of grant) do not recognize income at the time of the grant of such awards. However, when the award vests or is paid, as applicable, the grantee generally recognizes ordinary income in an amount equal to the fair market value of the stock at such time, and we will receive a corresponding deduction.

A participant could, within 30 days after the date of an award of restricted stock, performance shares or stock

awards (but not an award of RSRs), elect to report compensation income for the tax year in which the award of restricted stock occurs. If the participant makes such an election, the amount of compensation income would be the value of the award at the time of grant. Any later appreciation in the value of the award would be treated as capital gain and realized only upon the sale of the stock subject to the award. If, however, the award is forfeited after the participant makes such an election, the participant would not be allowed any deduction for the amount earlier taken into income. Upon the sale of shares subject to the award, a participant would realize capital gain (or loss) in the amount of the difference between the sale price and the value of the shares previously reported by the participant as compensation income.

Performance Units and Cash. A participant will not have taxable income upon the grant of a contingent right to a performance unit or cash. Rather, taxation will be postponed until the performance unit or cash becomes payable. At that time, the participant will recognize ordinary income equal to the value of the amount then payable.

Tax Withholding. In connection with awards under the LTICP, we may withhold from any cash otherwise payable to a participant or require a participant to remit to us an amount sufficient to satisfy federal, state, local and foreign withholding taxes. Tax withholding obligations could be satisfied by withholding shares to be received upon exercise of an option or SAR, the vesting of restricted stock, performance share, or stock award, or the payment of a RSR or performance unit or by delivery to us of previously owned shares of common stock.

Company Deduction and Section 162(m). IRC Section 162(m) limits the otherwise allowable deduction for compensation during a calendar year paid to a publicly traded company’s chief executive officer and its next three highest compensated officers (other than the chief executive officer and chief financial officer) for proxy reporting purposes (a covered executive). Section 162(m) generally limits the otherwise allowable deduction to $1,000,000 for each covered executive except to the extent the compensation was “performance-based.” Compensation may generally be “performance-based” for purposes of IRC Section 162(m) purposes if:

Section 280G and Parachute Payment Treatment. Acceleration of vesting or payment of awards under the LTICP in the event of a change in control of the Company may cause part or all of the amount involved to be treated as an “excess parachute payment” under Section 280G of the IRC. Such treatment may subject the participant to a 20% excise tax and preclude deduction of such amounts by the Company.

Section 409A and Deferred Compensation Treatment. Under Section 409A of the IRC, certain awards granted under the LTICP could be determined to be nonqualified deferred compensation. Section 409A of the IRC imposes on persons with nonqualified deferred compensation that does not meet the requirements of Section 409A of the IRC (i) taxation immediately upon vesting of the nonqualified deferred compensation and earnings thereon (regardless of whether the compensation is then paid); (ii) interest at the underpayment rate plus 1%; and (iii) an additional 20% tax. To the extent applicable, the Company intends that awards granted under the LTICP be exempt from or comply with Section 409A of the IRC.