This excerpt taken from the WFC DEF 14A filed Mar 16, 2007.
The following table and footnotes describe the type and amount of perquisites received by named executive officers and our cost for providing them. The total amount of these perquisites is included in the All Other Compensation table, and in the totals shown in columns (i) and (j) of the Summary Compensation Table above.
Stockholders should review the information in the Summary Compensation Table above and the following tables in conjunction with our CD&A that precedes these tables. The CD&A provides
detailed information about, and analysis of our annual and long-term incentive plan compensation programs and compensation decisions for 2006 and includes a discussion of our compensation philosophy and objectives that guided these decisions. In order to better understand the terms of our plans and programs under which the compensation shown in the Summary Compensation Table was earned, stockholders should also consider the following:
Option Awards. In addition to the discussion in the CD&A under Long-Term Compensation, a brief summary of the provisions of the Companys LTICP under which stock options, including reload options, are granted and exercised appears following the Grants of Plan-Based Awards table. The amount shown as Option Awards in column (f) above includes FAS 123R expense for reload options received by each named executive officer in 2006 upon such officers exercise of underlying original options granted prior to 2004. The amount of this expense is included in the amount shown as each named executive officers Total Compensation for 2006 in column (j) above. The HRC does not consider the value of these reload options as 2006 compensation because a reload option is a feature of an original option granted as long-term compensation prior to 2004. For example, in the case of Mr. Kovacevich, of the $16,826,148 shown as his option awards for 2006 in column (f) of the Summary Compensation Table, $7,460,680 of that amount represents FAS 123R compensation expense for an original option grant made in February 2006, with the remaining $9,365,468 representing FAS 123R expense for reload options received by Mr. Kovacevich in 2006 upon his exercise of underlying original options granted in 2002 and 2003. The HRC views a more accurate representation of Mr. Kovacevichs total compensation for 2006 to be $20,481,415, after deducting $9,365,468 for reload options from the amount shown as his total 2006 compensation in column (j) of the Summary Compensation Table. The same analysis applies to the Total Compensation amounts shown in this table for the other named executive officers, each of whom also received reload options in 2006.
Reload options granted or exercised in 2006, and reload options outstanding as of December 31, 2006 for the named executive officers are indicated by the designation R after the applicable reload option in the Grants of Plan-Based Awards, the Option Exercises and Stock Vested, and the Outstanding Equity Awards at Fiscal Year End tables on pages 56 through 63 of this proxy statement.
Non-Equity Incentive Plan Awards. Stockholders should review the information provided in the CD&A under Compensation ObjectivesObjective No. 2Pay-for-Performance on pages 38 to 41 of this proxy statement with respect to the incentive awards paid in 2006 to our named executive officers and shown in column (g). A discussion of the provisions of our Performance Policy under which these incentive awards are paid also appears following the Grants of Plan-Based Awards table on pages 57 and 58 of this proxy statement.
All Other CompensationPerquisitesRelocation Program. As stated in the notes to the table included in footnote (7) to column (i), All Other Compensation, perquisites available to named executive officers may include benefits under our Relocation Program. Information about this program may be found on pages 81 and 82 of this proxy statement under Relocation Program. As discussed in more detail under that heading, this program was amended on July 30, 2002 in response to the requirements of Sarbanes-Oxley to eliminate certain mortgage loan and other relocation benefits for executive officers. In lieu of such benefits, after July 30, 2002, we may pay a relocating executive officer a transfer bonus in an amount determined by senior management on the earlier of the date he or she commences employment or purchases a new home and annually thereafter. Mr. Stumpf relocated from Denver to San Francisco in 2001; Ms. Tolstedt relocated to San Francisco in 2002. As a result of these relocations, each of them became eligible to, and did receive transfer bonuses including, the transfer bonuses paid in 2006 discussed above.