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Wells Fargo said in December that Mr. Stumpf would receive a stock payout worth about $10 million but would not receive a cash bonus.
Faced with mounting opposition, Mr. Diamond and Chris Lucas, the bank's finance director, eventually agreed to forgo half of the deferred stock payout if the British bank failed to reach a number of its financial targets.
To qualify for his next big stock payout, for instance — he takes only $1 a year in conventional salary — Mr. Katzenberg will have to get his stock to average $36.53 for a year, about 13 percent higher than his mark for the last compensation package.
Since cash redemption was out of the question, a stock payout of this magnitude would have devastated the stock.
This bid is not only $18.9 billion higher than its original bid in December but it has also changed its terms, which had originally offered only stock, to offer a 50/50 split between a cash and stock payout.
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Stock payouts, awarded annually, vest after five years.
That move also has costs, though, especially with more stock payouts that take years to vest.
The stock payouts strike some experts as a way to simply defer windfalls into the future.
If he leaves in Bank of America's takeover, he stands to get a further $11m in accelerated stock payouts.
The stock payouts will vest after three years and only if the bank meets certain performance goals, Wells Fargo said in a statement.
The firm's fourth-quarter profit represents a sharp swing from a loss at the same time in 2009, when it took charges related to its compensation and stock payouts tied to the death of its former chief executive, Bruce Wasserstein.
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