Common use of Asset purchase transaction Clause in Contracts

Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). XXXXX FARGO & COMPANY 2022 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT Exhibit C to Performance Share Award Agreement XXXXX FARGO & COMPANY Clawback and Forfeiture Policy Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of Xxxxx Fargo & Company (”Xxxxx Fargo”), as adopted by Xxxxx Fargo’s Board of Directors, is as follows.

Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). XXXXX FARGO & COMPANY 2022 LONG-TERM INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENT Exhibit C to Performance Share Award Agreement XXXXX FARGO & COMPANY Clawback and Forfeiture Policy Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of Xxxxx Fargo & Company (”Xxxxx Fargo”), as adopted by Xxxxx Fargo’s Board of Directors, is as follows.