HomeMy WebLinkAbout12-3239IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. 4,
Civil Action - Law
Jurv Trial Demanded
Darrell Diodato vs. Wells Fargo Insurance Service t c_
Plaintiff Defendant
1838 Red Spruce Lane 214 Senate Avenue, 4th Floor tea
Mechanicsburg PA 17050 Camp Hill. PA 17011
.71
?PRAECIPE FOR WRIT OF SUMMONS
??
TO THE PROTHONOTARY OF SAID COURT:
Please issue writ of summons in the above-captioned action.
Writ of Summons shall be issued and forwarded to O Attorney ( X) Sheriff
Clark & Krevsky. LLC
P.O. Box 1254
Camp Hill, PA 17001
(717)731-8600
(717)731-4764 fax
F,-mail: FPC(?),Clark-Krevskylaw.com
CLARK & KREVSKY, LLC
By:
Frank P. Clark, Esquire
Attomev for Plaintiff
Attorney I.D. PA 1435443
May 7. 2012
WRIT OF SUMMONS
TO THE ABOVE NAMED DEFENDANTS
Y0I1 ARE NOTIFIED THAT THE ABOVc-NAMED PLAINTIFF HAS COMMENCED
AN ACTION AGAINST YOU. `
Prothonotary
Date: -)
?? Deputy.
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IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
GREEN TREE CONSUMER
DISCOUNT COMPANY,
Plaintiff,
V.
SHAUN B. TIEDT,
Defendant.
CIVIL ACTION - LAW
No. 12-- _sz yZ_ = wti
PRAECIPE FOR
LIS PENDENS `-
Filed on Behalf of:
Green Tree Consumer
Discount Company
Counsel of Record for this Party:
TUCKER ARENSBERG, P.C.
Anthony J. Foschi
PA I.D. No. 55895
Christopher E. Fisher
PA I.D. No. 201395
2 Lemoyne Drive, Suite 200
Lemoyne, PA 17043
Telephone: 717-234-4121
Facsimile: 717-232-6802
??k s 1 V.. So ? d ash
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
GREEN TREE CONSUMER CIVIL ACTION - LAW
DISCOUNT COMPANY,
Plaintiff, No.
V.
SHAUN B. TIEDT,
Defendant.
/2 -
PRAECIPE FOR LIS PENDENS
To the Prothonotary:
Please index the above-captioned action as a lis pendens against the property
located in Hopewell Township, Cumberland County, Pennsylvania, bounded and
described as follows:
TRACT NO. 1
BEGINNING at a post in township route 379, at corner of lands now or formerly of
M.M. Thrush, North 54 degrees, 50 minutes East, 1086 feet to a post; thence South 0
degrees 37 minutes East, 1,456.39 feet to a white oak stump; thence North 51 degrees
30 minutes West 453.76 feet to a spike in the aforesaid township road; thence by said
road, North 45 degrees to a spike in the aforesaid township road; thence by said road,
North 45 degrees West, 775.5 feet to a post, the place of BEGINNING. CONTAINING
15.41 acres in accordance with a survey dated May 29, 1970, by Thomas A. Naff, R.S.
and more fully described in Instrument Number 200803680, in the Cumberland County
Recorder of Deeds office.
Respectfully submitted,
TUCKER R"SB!E7RG, P_
nthony J. Foschi
PA I.D. No. 55995
?. Christopher E. Fisher
PA I.D. No. 201395
2 Lemoyne Drive, Suite 200
Lemoyne, PA 17043
Telephone: 717-234-4121
Dated: t? i2Z/ice Facsimile: 717-232-6802
Attorneys for Plaintiff,
Green Tree Consumer Discount Company
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson
Sheriff
Jody S Smith
Chief Deputy
Richard W Stewart
Solicitor
Darrell Diodato Case Number
vs. 2012-3239
Wells Fargo Insurance Service USA, Inc.
SHERIFF'S RETURN OF SERVICE
05/30/2012 03:00 PM - Timothy Black, Deputy Sheriff, who being duly swom according to law, states that on May 30,
2012 at 1500 hours, he served a true copy of the within Writ of Summons, upon the within named
defendant, to wit: Wells Fargo Insurance Service USA, Inc., by making known unto Amanda Supey,
Secretary for Wells Fargo Insurance Service USA, Inc. at 214 Senate Avenue, 4th Floor, Camp Hill,
Cumberland County, Pennsylvania 17011 its contents and at the same time handing to her personally the
said true and correct copy of the same.
TIM BLACK, EPUTY
SHERIFF COST: $43.45
June 04, 2012
(c) CcuntySuite Sheriff, Teleosoft, Inc.
SO ANSWERS,
RON R ANDERSON, SHERIFF
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
DARRELL D. DIODATO
,
Plaintiff,
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NOTICE cn ..~~
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You have been sued in court. If you wish to defend against the claims set
forth in the following pages, you must take action within twenty (20) days after
this complaint and notice are served, by entering a written appearance personally
or by attorney and filing in writing with the court your defenses or objections to the
claims set forth against you. You are warned that if you fail to do so the case may
proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other
claim or relief requested by the plaintiff. You may lose money or property or other
rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF
YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE
SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH
INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY
BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES
THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A
REDUCED FEE OR NO FEE:
Cumberland County Bar Association
34 S. Bedford Street
Carlisle, Pennsylvania 17043
Telephone number: 717-249-3166
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
DARRELL D. DIODATO,
Plaintiff,
vs.
WELLS FARGO INSURANCE
SERVICES USA, INC.,
Defendant
COMPLAINT
JURY TRIAL DEMANDED
Case No.: 2012-3239
NOW COMES Plaintiff, Darrell D. Diodato, by and through his
counsel, Clark & Krevsky, LLC, and Cunningham & Chernicoff, P.C., who files the
following Complaint and who avers in support as follows:
INTRODUCTION
This is an action raising claims under the Lanham Act, Pennsylvania
statutory and common law against Plaintiffs former employer, and includes an
Action for Declaratory Judgment for the Court to declare rights, status and other legal
relations of the parties pertaining to a disputed contract.
PARTIES, JURISDICTION & VENUE
1. Plaintiff Darrell D. Diodato is an adult individual residing at 1838
Red Spruce Lane, Mechanicsburg, Cumberland County, PA, 17050.
2. Defendant Wells Fargo Insurance Services USA, Inc. (herein
"WFIS") is a corporation with an address for service of process at 214 Senate
Avenue, Camp Hill, PA 17011.
3. This Court has jurisdiction pursuant to 42 Pa.C.S. §931(a), and
under the Declaratory Judgments Act, 42 Pa. C.S. §7532.
4. Venue lies within Cumberland County pursuant to Pa.R.C.P.
2179.
BACKGROUND FACTS
DIODATO ESTABLISHES HIS CAREER AS AN INSURANCE
PROFESSIONAL
5. For all times relevant to this Complaint, Diodato has maintained a
license issued by the Pennsylvania Department of Insurance as a Resident Producer
Individual in the following product lines: Accident and Health, Casualty and Allied
Lines, Life and Fixed Annuities, Property and Allied Lines.
6. Beginning in or about 1991, Diodato was employed as an
insurance producer with Acordia of Pennsylvania, Inc. ("Acordia"), and/or one or
more predecessors in interest to WFIS.
7. For all times relevant to the employment described in Paragraph
6, above (the "Pre-WFIS Employment"), Diodato was employed in or about
Mechanicsburg, Cumberland County.
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8. During his Pre-WFIS Employment, Diodato developed client
relationships and created personal goodwill by his knowledge of insurance products
and services protecting industries and commercial entities, particularly businesses in
the recreational activities industry such as bowling and family entertainment centers.
9. During his Pre-WFIS Employment, Diodato established himself
as a knowledgeable and trusted advisor to business operators, risk managers and
insurers.
10. During his Pre-WFIS Employment, Diodato's interpersonal
skills, hard work, success and personal goodwill in turn helped establish him as a
high-performing producer of insurance, and one of the leading producers in the
nation to the recreation activities industry, with customers and clients both within and
outside the Commonwealth of Pennsylvania.
WFIS MERGES WITH DIODATO'S PREDECESSOR EMPLOYER.
11. In or about 2001, WFIS became a successor in interest to
Acordia's operations in Mechanicsburg, among other locations.
12. After WFIS became a successor in interest to Acordia, WFIS
employed Diodato, where he worked out of WFIS' Mechanicsburg offices.
13. At the start of Diodato's employment with WFIS, his
employment was on substantially the same terms and conditions as applied to his
employment with Acordia.
14. At the start of Diodato's employment with WFIS, he was a 53-
year old insurance executive who built a lifetime of insurance business during his
career; substantially the entirety of Diodato's book of business was generated during
his Pre-WFIS Employment.
15. At the start of Diodato's employment with WFIS, WFIS did not
impose any limitations or restrictions upon Diodato's solicitation of customers in his
book of business in the event Diodato were to leave WFIS' employment.
16. At the start of Diodato's employment with WFIS, WFIS did not
require that Diodato sign an agreement that purported to limit his solicitation of
customers in his book of business in the event Diodato were to leave WFIS'
employment.
17. At all relevant times of Diodato's employment with WFIS, he
was the leading producer of commission revenue in the Mechanicsburg office.
18. In or about August 2009, Diodato was assigned to report to a
WFIS manager named James Voltz ("Voltz") in WFIS' Mechanicsburg office.
4
19. For all times relevant thereafter, Voltz was WFIS' agent and
acted with WFIS' authority.
20. In or about December 2009, WFIS, through Voltz, met with
WFIS' producers in Mechanicsburg, among other staff, and in said meeting:
a. Represented that WFIS was requiring each producer to sign a
restrictive covenant that would be distributed at a later date;
b. Represented that in exchange for signing said restrictive covenant
the producer would receive payment equal to one percent (1 %) of
all WFIS commissions generated on the producer's 2009 book of
business; and
c. Represented that a producer, in the absence of signing said
restrictive covenant, would be obligated to reimburse WFIS for
the first Fifty Thousand Dollars ($50,000) of the deductible on
WFIS' errors and omissions policy for claims made against said
producer.
21. Later in December 2009, WFIS, through Voltz, presented
Diodato with a document styled "Wells Fargo Agreement Regarding Trade Secrets,
Confidential Information, Non-Solicitation, And Assignment of Inventions" (The
5
"NSA"), a true and correct copy of the NSA is attached as Exhibit "A" to this
Complaint and incorporated herein.
22. The terms of the NSA purport that its consideration is based on
"[Diodato's] continued employment by a Wells Fargo company andlor any of its
past, present and future parent companies, subsidiaries, predecessors, successors,
affiliates, and acquisitions (collectively "the Company"), the ability to participate in a
new compensation plan containing new and additional benefits which include, but
are not limited to, a guaranteed draw and an increased commission percentage for
new revenue and net new revenue generated in 2010."
23. At or about the time the NSA was presented to Diodato, Voltz
represented to Diodato that WFIS required all insurance producers employed by
WFIS to sign the NSA immediately as a condition of retaining employment with
WFIS, neither permitting a review by Diodato's counsel nor allowing Diodato to
discuss it with other similarly situated producers in WFIS' Mechanicsburg office.
24. At or about the time the NSA was presented to Diodato, Voltz
again represented that if Diodato signed the NSA, he would receive an additional
payment of one percent (1 %) of the Commissions earned on his book of business in
the year 2009 (the "Additional 1 % Payment")
6
25. At or about the time the NSA was presented to Diodato, his book
of business represented approximately $1,000,000.00 in annual commission revenue
to WFIS.
26. At or about the time the NSA was presented to Diodato, the
Additional 1 % Payment Diodato would be entitled to receive upon signing the NSA
would equal approximately $10,000.
27. At or about the time the NSA was presented to Diodato, Voltz
represented that if Diodato did not sign the NSA he would be terminated by WFIS.
28. At or about the time the NSA was presented to Diodato, Voltz
demanded that Diodato sign the NSA.
29. The Representations in Paragraphs 22 though 28 were false (the
"False Representations"), in that WFIS did not require all producers employed by
WFIS to sign the NSA andlor that Diodato was not required to sign said NSA as a
condition of retaining employment with WFIS, and/or that WFIS did not pay
compensation as was promised to induce Diodato's signature on the NSA and/or that
WFIS permitted insurance producers to retain employment without having signed the
NSA, among other false statements.
30. WFIS knew or should have known that Voltz and or other WFIS
employees were making the False Representations to Diodato.
7
31. WFIS knew or should have known that the False Representations
were made to induce Diodato to sign the NSA.
32. Diodato reasonably believed the False Representations of Voltz
and/or other WFIS employees were true, and signed the NSA on or about December
17, 2009.
33. WFIS never made the Additional 1 % Payment to Diodato
reflecting 1 % percent of the Commissions earned on his book of business in the year
2009.
34. Despite the fact that Diodato's consideration for signing the NSA
included a "new compensation plan," on information and belief, WFIS did not put
any "new compensation" plan into effect for Diodato after he signed the NSA.
35. Despite the fact that Diodato's consideration for signing the NSA
included a "guaranteed draw" as described in Paragraph 22, on information and
belief, WFIS did not put any guaranteed draw into effect for Diodato after he signed
the NSA.
36. Despite the fact that Diodato's consideration for signing the NSA
included an "increased commission percentage" as described in Paragraph 22, on
information and belief, WFIS did not put any increased commission percentage into
effect for Diodato after he signed the NSA.
8
37. Despite the fact that Voltz personally made the False
Representations to Diodato that if he signed the NSA, he would receive the
Additional 1 % Payment, on information and belief, no such payment was made to
Diodato after he signed the NSA.
38. On information and belief, other WFIS producers either refused
and/or failed to sign the NSA.
39. On information and belief, WFIS did not require other producers
to sign the NSA as a condition of continued employment.
40. On information and belief, other WFIS producers who refused
and/or failed to sign the NSA were not terminated for refusing to sign the NSA.
41. WFIS' forbearance from terminating producers who refused
and/or failed to sign the NSA was contrary to one or more of the False
Representations.
AFTER DIODATO SIGNED THE NSA, WFIS FABRICATED GROUNDS
FOR DISCIPLINE OF DIODATO.
42. After Diodato signed the NSA, WFIS, through Voltz and/or
others, imposed unreasonable working conditions on Diodato.
43. After Diodato signed the NSA, WFIS, through Voltz and/or
others, imposed unreasonable limits on Diodato's solicitation of new business.
9
44. After Diodato signed the NSA, WFIS, through Voltz, singled out
Diodato for angry diatribes, notwithstanding the fact that Diodato was the leading
producer in WFIS' Mechanicsburg office.
45. On information and belief, on or about November 23, 2010,
Voltz issued a Formal Warning Letter (the "Warning Letter") to Diodato; a true and
correct copy of the Warning Letter is attached as Exhibit "B" to this Complaint and
incorporated herein.
46. The Warning Letter purported to criticize Diodato for his
management of two accounts.
47. The Warning Letter contained false allegations purporting to
create a sham premise for criticism of Diodato's management of said accounts.
48. Diodato took exception to the Warning Letter because of the false
allegations contained therein.
49. Diodato inquired of WFIS' Human Resources Department about
a submitting a written rebuttal to the Warning Letter.
50. Diodato prepared a written response (the "Rebuttal"} to the
Warning Letter, which Diodato sent by email to WFIS' HR Department in
Minneapolis in January 2011; a true and correct copy of the Rebuttal is attached as
Exhibit "C" to this Complaint and incorporated herein.
10
51. Diodato sent the Rebuttal to WFIS intending to rebut items in the
Warning Letter and wanted said Rebuttal to be part of his personnel file.
52. Diodato submitted the Rebuttal to WFIS' human resources office
in Minneapolis, then communicated with said office about the substance of his
Rebuttal.
53. WFIS never placed the Rebuttal in Diodato's personnel file.
IN OR ABOUT 2011, WFIS FABRICATED GROUNDS FOR DIODATO'S
TERMINATION
54. On or about Apri127, 2011, Voltz met with Diodato at the WFIS
workplace in Mechanicsburg (the "Administrative Leave Meeting"), while a WFIS
human resources representative participated by phone.
55. In the Administrative Leave Meeting, WFIS advised Diodato that
he was placed on administrative leave with pay.
56. Voltz represented to Diodato in the Administrative Leave
Meeting, that WFIS was conducting an "audit" of accounts that Diodato managed.
57. Voltz represented to Diodato that a review of an account of
Diodato's showed that the customer agreed to coverage with a signature fraudulently
purporting to be of the customer's representative.
58. Voltz represented to Diodato that the signature was believed to
that of Diodato.
59. Diodato denied that he fraudulently signed an agreement.
60. Voltz verbally represented to Diodato in the Administrative
Leave Meeting that the scope of the "audit" referred to in Paragraph 56 was to review
various files and accounts that Diodato had serviced during his employment with
WFIS.
61. On information and belief, on or about the time of the
Administrative Leave Meeting, Voltz requested approval to terminate Diodato.
62. On information and belief, Voltz directed an employee to review
files pertaining to the account referred to in Paragraph 57 above:
a. On information and belief, said employee identified a document
relating to said account that established that the customer agreed
in writing to the terms of coverage;
b. Said document (the "Exculpatory Document") directly disproved
the allegation made by Voltz as described in Paragraph 58 above;
c. On information and belief, said employee brought the
Exculpatory Document to the attention of Voltz; and
12
d. On information and belief, Voltz directed the employee to
disregard the Exculpatory Document.
63. At no time during or after the Administrative Leave Meeting did
WFIS provide Diodato with a copy of a written notice informing Diodato of his
administrative leave status.
64. At no time during or after the Administrative Leave Meeting did
WFIS provide Diodato with a copy of a written notice informing Diodato of the
"audit."
WFIS' REFERENCE TO AN "AUDIT" WAS A SHAM INTENDED TO
MANUFACUTURE REASONS FOR DISCIPLINE AGAINST DIODATO.
65. At all times relevant to this Complaint WFIS maintained a policy
called the "Code of Ethics and Business Conduct" (the "WFIS Code of Ethics"); a
true and correct copy of the WFIS Code of Ethics is attached as Exhibit "D" and
incorporated herein.
66. The WFIS Code of Ethics purports to state an expectation that
WFIS employees will "adhere to the highest possible standards of ethics and business
conduct with customers, team members, vendors, stockholders, other investors in the
communities it serves, and to comply with all applicable laws, rules, and regulations
that govern our business."
13
67. The WFIS Code of Ethics requires an employee to support his
commitment to protect WFIS' reputation by the following, among other items:
a. "Being knowledgeable about your job."
b. "Conducting all aspects of Wells Fargo's business and
community involvement in an honest, ethical, and legal manner
and in accordance with federal laws, rules, and regulations and
the applicable laws, rules, regulations of all localities and states
and countries were Wells Fargo does business."
c. "Complying with Wells Fargo's policies and procedures."
d. "Recognizing that your professional and personal conduct can
positively or negatively affect Wells Fargo's reputation and acting
in a responsible way that upholds Wells Fargo's reputation."
68. WFIS assigns persons called Code Administrators who are
"responsible for all record-keeping related to the WFIS Code of Ethics."
69. WFIS Code of Ethics requires that all documentation relating to
an alleged violation of said Code of Ethics must be retained in the official personnel
file of the team member.
70. Although WFIS purported in the Administrative Leave Meeting
that it was conducting an "audit" of Diodato's accounts, at no time did WFIS advise
14
Diodato that he was being investigated in any way relating to the WFIS Code of
Ethics.
71. Although WFIS purported to conduct an "audit" of Diodato's
management of certain accounts, at no time relevant to this action did WFIS place
any documents in Diodato's official personnel file that pertained to an alleged
violation of the WFIS Code of Ethics.
72. On information and belief, at no time relevant to the "audit" did a
WFIS Code Administrator conduct any record-keeping that related the "audit" to the
WFIS Code of Ethics.
73. In the Administrative Leave Meeting, Voltz told Diodato that
WFIS would advise Diodato of his status with the company "in two weeks;" two
weeks from the Administrative Leave Meeting was Wednesday, May 11, 2011.
74. On or about May 11, 2011, Diodato contacted Voltz to learn the
outcome of the "audit" and/or Diodato's status with WFIS.
75. On or about May 11, 2011, Voltz represented to Diodato that the
"audit" was not completed.
15
WFIS TERMINATES DIODATO WITHOUT STATING ANY GROUNDS
FOR SAID ACTION
76. After the Administrative Leave Meeting, customers and/or
business contacts who relied on Diodato's expertise in the industry continued to
solicit Diodato's advice and/or guidance.
a. During the period after the Administrative Leave Meeting, said
customers and/or business contacts personally phoned or
otherwise contacted Diodato after attempting to reach him at
WFIS and being told that Diodato was not available; and
b. During the period after the Administrative Leave Meeting, said
customers and/or business contacts inquired of Diodato why he
was not available at WFIS.
77. On or about May 13, 2011, while Diodato remained on
Administrative Leave, he contacted Voltz by phone to inquire of his status.
a. Voltz advised Diodato that the two should discuss his status face-
to-face on Monday, May 16, 2011;
b. Diodato told Voltz that if he [Voltz] wanted to meet for the
purpose of firing Diodato, then Diodato did not want the meeting
to occur at WFIS' premises;
16
c. Voltz responded by naming a dining location away from WFIS'
premises as where the two would meet on Monday May 16.
d. Voltz did not deny an intention to fire Diodato in the May 16
meeting.
78. Voltz' response to Diodato, as described in Paragraph 77.c,
above, was intended to convey to Diodato that Voltz was going to terminate
Diodato's employment.
79. Diodato presumed from Voltz' response to Diodato, as described
in Paragraph 77.c, above, that Voltz intended to terminate Diodato's employment.
80. On and after Diodato's conversation with Voltz on May 13, 2011,
when Diodato was asked by a customer and/or business contact why he was not
available, he responded that he didn't know, but that he was scheduled to meet with
Voltz on Monday, May 16 and expected to be terminated from employment.
81. On information and belief, one or more customers or business
contacts of Diodato contacted WFIS on or before May 16 to inquire about Diodato's
proposed termination.
82. On May 16, 2011, Voltz phoned Diodato.
a. Voltz asked Diodato if he had told any customer and/or business
contact that he was going to be terminated;
17
b. Voltz' tone was irate;
c. Diodato acknowledged that customers and/or business contacts
solicited him and asked him questions about his status;
d. Diodato acknowledged that, after his phone conversation with
Voltz on Friday, May 13, 2011, when asked by a customer and/or
business contact about his status Diodato truthfully stated that he
expected to be fired at a meeting on Monday, May 16, 2011;
e. Voltz, still irate, stated to Diodato that, "if you think you're being
terminated, then you're terminated;"
f. Voltz provided no explanation to Diodato as to any reason why
he was terminated;
g. Voltz ended the phone call.
83. At no time on May 16, 2011 did WFIS provide Diodato with a
letter stating grounds for his termination.
84. WFIS' written employment policies provide, among other
requirements, that disciplinary actions become part of the employee's personnel file.
85. At no time relevant to this action did WFIS place any documents
in Diodato's official personnel file that stated the grounds for the termination of
Diodato's employment.
18
86. At no time relevant to this action did WFIS place any documents
in Diodato's official personnel file that alleged that Diodato's termination was related
to any misconduct and/or any violation of the WFIS Code of Ethics.
AFTER DIODATO WAS TERMINATED, WFIS ATTEMPTED TO
ENFORCE THE NSA TO PREVENT DIODATO FROM SOLICITING
ACCOUNTS THAT HE GENERATED.
87. On or about May 16, 2011, however, WFIS, through Voltz, sent
Diodato a letter (the "Threat Letter"); a true and correct copy of the Threat Letter is
attached as Exhibit "E" and incorporated by reference herein.
88. On information and belief, WFIS sent Diodato the Threat Letter
intending to coerce Diodato into compliance with the NSA.
89. On information and belief, WFIS sent Diodato the Threat Letter
intending to perfect False Representations made to Diodato.
AFTER WFIS TERMINATED DIODATO ,WFIS IMPROPERLY
APPROPRIATED DIODATO'S NAME, LIKENESS AND/OR GOOD WILL
TO PORTRAY A FALSE IMPRESSION THAT HE REMAINED A WFIS
BROKER
90. Although WFIS terminated Diodato on or about May 16, 2011,
some WFIS customers and/or business contacts were not immediately aware that
Diodato was no longer employed at WFIS.
19
91. After May 16, 201 1, WFIS falsely portrayed to some of its
customers and business contacts not immediately aware of Diodato's termination that
Diodato remained employed at WFIS.
92. After May 16, 2011, WFIS maintained an Internet website that
falsely represented to its customers and business contacts that Diodato was employed
by WFIS.
93. After May 16, 2011, WFIS issued and/or caused the issuance of
newsletters, advertisements and/or promotional materials that falsely represented to
be its customers and business contacts that Diodato was employed by WFIS.
94. After May 16, 2011, WFIS issued or caused to be issued a
Certificate of Insurance and/or Commercial Policy Change Request to one or more
insureds representing that Diodato was the broker of record on said account.
95. After May 16, 2011, WFIS continued to enjoy the fruits of
Diodato's good name, and accepted business from customers and/or business
contacts and continued to falsely lead such customers and business contacts to list
Diodato's affiliations on the WFIS website to believe that Diodato continued to
service their accounts.
20
AFTER DIODATO WAS TERMINATED, WFIS FALSELY STATED TO
CUSTOMERS AND BUSINESS CONTACTS WHO WERE AWARE OF
DIODATO'S TERMINATION THAT HE WAS TERMINATED FOR
MISCONDUCT
96. In contrast to the WFIS customers and/or business contacts
described in Paragraph 90, some WFIS customers and/or business contacts were
aware on or after May 16, 2011, that Diodato was no longer employed at WFIS.
97. On or after May 16, 2011, on information and belief, WFIS
published false information about Diodato to customers and business contacts about
Diodato.
98. On information and belief, WFIS, through Voltz and/or others,
initiated contact on or after May 16, 2011, with customers and business contacts of
Diodato (the "Defamatory Contacts")
99. On information and belief, the Defamatory Contacts were made
by Voltz and/or other employees of WFIS acting under the direction of WFIS.
100. On information and belief, the Defamatory Contacts falsely
represented to customers and business contacts that Diodato was terminated due to
alleged misconduct at WFIS.
101. On information and belief, the Defamatory Contacts were
intended to induce Diodato's customers and business contacts who were aware of his
21
termination to refrain from transferring their insurance accounts from WFIS to
Diodato.
COUNTI
FRAUDULENT MISREPRESENTATION AND/OR FRAUDULENT
INDUCEMENT
102. 'The averments contained in Paragraphs 1 through 101 are
incorporated by reference as if set forth in full.
103. On information and belief, WFIS intended to and has
appropriated business that Diodato generated without paying to Diodato fair or
adequate compensation for the same.
104. On information and belief, WFIS induced Diodato's signature on
the NSA so as to ultimately terminate Diodato's employment, while at the same time
wrongfully detaining to itself the benefits of commissions generated by Diodato's
career-long associations with customers and business contacts and preventing
Diodato from engaging in fair competition with WFIS.
105. On information and belief, WFIS desired to terminate Diodato's
employment so as to discontinue payment of Diodato's compensation under
circumstances that would prohibit Diodato from soliciting business from his career-
long associations with customers and business contacts.
22
106. WFIS terminated Diodato's employment so as to discontinue
payment of Diodato's compensation, while at the same time retaining the benefits of
commissions generated by Diodato's career-long associations with customers and
business contacts.
107. In furtherance of Defendants' desires described in Paragraphs
103 through 106, WFIS attempted to obtain Diodato's signature on the NSA, then
use pretext grounds to terminate Diodato, and use said NSA to prevent Diodato from
soliciting business with customers and business contacts with which he had career-
long associations after he was terminated.
108. WFIS actively concealed WFIS' intent to terminate Diodato, and
its intent to use said NSA to prevent Diodato from soliciting said business after his
termination.
109. WFIS' active concealment of matters as described in Paragraphs
103 through 108, above, was material to Diodato's signing the NSA, and was done
with the intent of misleading Diodato.
110. Diodato justifiably relied on WFIS to not conceal material
information when he signed the NSA.
23
111. The "audit," was a pretext by WFIS to bring about the
termination of Diodato's employment, in order to purportedly effect his removal
subject to the NSA.
112. Diodato's termination, followed by his alleged obligation to
refrain from soliciting business under the NSA was proximately caused by his
reliance on WFIS' active concealment of the material facts recited above.
113. WFIS' active concealment from Diodato constitutes fraudulent
misrepresentation and/or fraudulent inducement, for which WFIS is liable to Diodato.
114. But for WFIS fraudulent misrepresentation and/or fraudulent
inducement of Diodato, Diodato would not have signed the NSA.
115. WFIS would not have terminated Diodato under circumstances in
which Diodato would solicit business from customers and business contacts with
whom Diodato had long-standing relationships.
116. But for WFIS' fraudulent misrepresentation and/or fraudulent
inducement of Diodato, WFIS would have refrained from terminating Diodato, for in
the absence of Diodato's execution of the NSA, Diodato could potentially solicit and
retain customers and business contacts post-termination.
117. But for WFIS' fraudulent misrepresentation and/or fraudulent
inducement of Diodato, Diodato would have remained in employment with WFIS
24
and would have continued to earn compensation on terms at least as favorable as the
terms in place in May 2011 or, alternatively, Diodato would not have signed the
NSA.
118. Diodato suffered damages from WFIS' fraudulent
misrepresentation and/or fraudulent inducement measured by all compensation
Diodato lost as a result of Defendants' behavior, an amount not presently capable of
precise calculation but which will be determined through discovery.
119. The aforementioned conduct of WFIS is outrageous in that its
actions are either: (a) intentional; (b) malicious; or (c) reckless and indifferent to the
rights of Diodato and in deliberate disregard of such rights; and/or performed with an
evil motive, such that punitive damages should properly be awarded to Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, punitive damages, interest, costs and such other
relief as this Court deems just.
25
COUNT II
BREACH OF CONTRACT--COVENANT OF GOOD FAITH AND FAIR
DEALING
120. The averments contained in Paragraphs 1 through 119 are
incorporated by reference as if set forth in full.
121. Every contract entered into and performed in the Commonwealth
of Pennsylvania, including the NSA, contains an implied covenant of good faith and
fair dealing.
122. On information and belief, WFIS failed to render sincere and
substantial performance of its obligations and duties under the NSA.
123. On information and belief, WFIS entered into the NSA intending
to use pretext grounds to terminate Diodato's employment with WFIS and use said
NSA to prevent Diodato from soliciting business that he created.
124. Defendant WFIS' actions and behaviors breached the implied
covenant of good faith and fair dealing, for which WFIS is liable to Diodato.
125. But for WFIS' breach of the implied covenant of good faith and
fair dealing, Diodato would have remained in employment with WFIS and would
have continued to earn compensation on terms at least as favorable as the terms in
place in May 2011.
26
126. Diodato has suffered damages from WFIS' breach of the implied
covenant of good faith and fair dealing, measured by all compensation Diodato lost
as a result of WFIS' behavior, an amount not presently capable of precise calculation
but which will be determined through discovery.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant in an amount in excess of Fifty
Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland County,
together with damages, interest, costs and such other relief as this Court deems just.
COUNT III
BREACH OF CONTRACT
127. The averments contained in Paragraphs 1 through 126 are
incorporated by reference as if set forth in full.
128. The NSA established a contract that obligated WFIS to pay
Diodato under a new compensation plan containing new and additional benefits
including but are not limited to a guaranteed draw and an increased commission
percentage for new revenue and net new revenue generated in 2010.
129. WFIS failed to pay Diodato under a new compensation plan
containing new and additional benefits including but not limited to a guaranteed draw
and an increased commission percentage for new revenue and net new revenue
generated in 2010.
27
130. The NSA, together with Voltz' representations as described in
Paragraph 24, above, established a contract that required WFIS to make the
Additional 1 % Payment to Diodato.
131. WFIS failed to make said Additional 1 % Payment to Diodato, in
breach of its contract.
132. WFIS is liable to Diodato for unpaid guaranteed draw.
133. WFIS is liable to Diodato for unpaid increased commission
percentage for new revenue and net new revenue generated in 2010.
134. WFIS is liable to Diodato for the unpaid Additional 1 % Payment.
135. On information and belief, WFIS owes Diodato in excess of
$50,000, an amount that will be more precisely determined through discovery, for the
items described in Paragraphs 131 through 134, above.
136. WFIS is liable to Diodato for prejudgment interest on the
amounts described in Paragraphs 131 through 134, above.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court to
enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, interest, costs and such other relief as this Court
deems just.
28
COUNT IV
WAGE PAYMENT AND COLLECTION LAW
137. The averments contained in Paragraphs 1 through 136 are
incorporated by reference as if set forth in full.
138. Diodato is an "employee" as that term is defined in the Wage
Payment and Collection Law, Act of July 14, 1961, P.L. 637, as amended (the
"WPCL"), 43 P.S. § 260.1 et seq.
139. WFIS is an "employer" as that term is defined in the WPCL.
140. All compensation as described in Paragraphs 131 through 134
above constitute "wages" as that term is defined in the WPCL.
141. WFIS has failed to pay Diodato "wages" as due under the
WPCL, or alternatively has caused non-payment to Diodato of "wages" due under
the WPCL.
142. The non-payment of wages to Diodato constitutes an ongoing
failure or refusal to pay.
143. Payment due and owing to Diodato have not been paid and were
not made within the time requirements of Sections 3 and 5 of the WPCL, 43 P.S.
§§260.3 and 260.5.
29
144. Non-payment of wages to Diodato renders WFIS liable to
Diodato for attorneys fees and costs pursuant to Section 9(f) of the WPCL, 43 P.S. §§
260.9(f).
145. Non-payment of wages to Diodato is not in good faith, for which
WFIS is liable to Diodato for payment of liquidated damages pursuant to Section 10
of the WPCL, 43 P.S. §§ 260.10.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, liquidated damages, interest, costs and such other
relief as this Court deems just.
COUNT V
DEFAMATION
146. The averments contained in Paragraphs 1 through 145 are
incorporated by reference as if set forth in full.
147. WFIS published defamatory allegations to customers and/or
business contacts about Diodato.
148. WFIS understood the defamatory meaning of said publications
and understood its alleged application to Diodato.
30
149. WFIS' defamatory publication caused special harm to Diodato
and was not privileged.
150. Diodato is neither a public figure nor a limited public figure.
151. WFIS has committed the tort of defamation which is codified at
42 Pa. C.S.§8343(a) as follows:
a. The defamatory allegations contain defamatory content as set
forth above;
b. They were published by WFIS;
c. It is clear that they were applicable to Diodato;
d. Any recipient/reader of them would understand them to be
defamatory (if they were aware that they contained false
statements);
e. Any recipient/reader of the would understand them to be
applicable to Diodato;
f. The defamation allegations cannot be said to have been made on
any conditionally privileged occasion; and
31
g. Diodato suffered actual damages and special harm as a result of
the publication or, in the alternative, they constituted defamation
per se as set forth herein.
152. Furthermore, WFIS has harmed Diodato's reputation in the
community or has deterred third-persons from associating or dealing with Diodato
due to the per se defamatory nature of the defamatory allegations in that they
implicate Diodato's conduct, character or condition that adversely effects his fitness
for the proper conduct of his proper business and that the affect of such statements by
WFIS were calculated to produce and impress in the minds of the average person
such a result, as it was their intent to circulate such statements publicly as evidence
thereof.
153. WFIS published the defamatory allegations referenced above
knowing that they were false or made with reckless disregard of their truth or falsity
for the purpose of injuring Diodato and depriving Diodato of the respect, confidence
and esteem peculiarly essential to Diodato's profession. In so doing, WFIS intended
to deprive Diodato of his good name, reputation and the esteem of clients and to
bring Diodato into scandal, ridicule and professional disrepute before his clients,
professional associates, friends, neighbors, acquaintances and the public in general
and to hold Diodato up to public scorn, contempt, ridicule and disgrace.
32
154. As a result of the publication of the defamatory allegations and
their wide circulation throughout the United States, Diodato has been greatly injured
in his good name, fame and reputation, in his standing in the community where
Diodato resides and in the high regard, respect, confidence and esteem that Diodato
had previously enjoyed among clients, associates and the general public.
155. WFIS is liable to Diodato for its defamatory statements.
156. Diodato has suffered damages from WFIS' defamatory
statements, measured by all compensation Diodato lost as a result of WFIS' behavior,
an amount not presently capable of precise calculation but which will be determined
through discovery.
157. The aforementioned conduct of WFIS is outrageous in that its
actions are either: (a) intentional; (b) malicious; or (c) reckless and indifferent to the
rights of Diodato and in deliberate disregard of such rights; and/or performed with an
evil motive, such that punitive damages should properly be awarded to Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages permitted under 42 Pa.C.S. §8343, punitive damages,
interest, costs and such other relief as this Court deems just.
33
COUNT VI
COMMERCIAL DISPARAGEMENT
158. The averments contained in Paragraphs 1 through 157 are
incorporated by reference as if set forth in full.
159. By making the defamatory allegations, WFIS has committed the
tort of commercial disparagement because:
a. The underlying statements are false;
b. WFIS intended the publication of such statements to cause
Diodato pecuniary loss or it should have reasonably recognized
that its publication would result in pecuniary loss;
c. Diodato has suffered pecuniary loss as a result measured by all
compensation Diodato lost as a result of WFIS' behavior, and
amount not presently capable of precise calculation but which
will be determined through Discovery; and
d. WFIS either knew that the defamatory allegations were false or
acted in reckless disregard for their truth or falsity.
160. The defamatory allegations constitute commercial disparagement
per se as aforesaid.
34
161. The aforementioned conduct of WFIS is outrageous in that its
actions are either: (a) intentional; (b) malicious; or (c) reckless and indifferent to the
rights of Diodato and in deliberate disregard of such rights; and/or performed with an
evil motive, such that punitive damages should properly be awarded to Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, punitive damages, interest, costs and such other
relief as this Court deems just.
COUNT VII
VIOLATION OF 42 Pa.C.S. § 8316
UNAUTHORIZED USE OF NAME OR LIKENESS
162. The averments contained in Paragraphs 1 through 161 are
incorporated by reference as if set forth in full.
163. On and after May 16, 2011, Diodato's name and/or likeness had
commercial value within the meaning of 42 Pa.C.S. §8316.
164. On and after May 16, 2011, WFIS used Diodato's name and/or
likeness for commercial or advertising purpose within the meaning of 42 Pa.C.S.
§8316.
35
165. On and after May 16, 2011, WFIS' use of Diodato's name and/or
likeness as described above was without his written consent.
166. Diodato therefore brings this action under to enjoin such
unauthorized use and to recover damages for any loss or injury sustained by such use,
as permitted by 42 Pa.C.S. §8316 and/or the common law of Pennsylvania.
167. The aforementioned conduct of WFIS is outrageous in that its
actions are either: (a) intentional; (b) malicious; or (c) reckless and indifferent to the
rights of Diodato and in deliberate disregard of such rights; and/or performed with an
evil motive, such that punitive damages should properly be awarded to Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enjoin Defendant WFIS from using or continuing to use Diodato's name or
likeness in violation of 42 Pa.C.S. §8316 and to enter judgment in his favor and
against Defendant WFIS in an amount in excess of Fifty Thousand Dollars, the
jurisdictional limit for trial by jury in Cumberland County, together with damages
permitted under 42 Pa.C.S. §8316, punitive damages, interest, costs and such other
relief as this Court deems just.
COUNT VIII
UNJUST ENRICHMENT
168. The averments contained in Paragraphs 1 through 167 are
incorporated by reference as if set forth in full.
36
169. The insurance that Diodato placed with customers and/or
business contacts generated commissions that said customers and/or business
contacts paid to WFIS on and after May 16, 201 1, thereby conferring a benefit on
WFIS.
170. WFIS appreciated said benefit.
171. WFIS accepted and retained said benefit under such
circumstances that it would be inequitable for it to retain the same without payment
of value to Diodato.
172. Diodato therefore brings this action for restitution from WFIS for
all amounts received by WFIS on and after May 16, 2011, deriving from
commissions from customers and/or business contacts on account of insurance
placed by Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, interest, costs and such other relief as this Court
deems just.
37
COUNT IX
DECLARATORY JUDGMENT
173. The averments contained in Paragraphs 1 through 172 are
incorporated by reference as if set forth in full.
174. Diodato brings this count under 42 Pa.C.S. §7532 and/or Pa.
R.C.P. 1601 et seq., pertaining to Actions for Declaratory Judgment.
175. WFIS' threatened application to Diodato of the terms of the NSA
is an active case or controversy between the parties.
176. Diodato therefore brings this as a Declaratory Action to declare
the rights, status and other legal relations of the parties pertaining to the NSA.
177. All interested parties in this dispute are before the Court.
178. The NSA is void for lack of consideration.
179. The NSA is void as not executed contemporaneous with a
beneficial change in Diodato's terms or conditions of employment.
180. The NSA is void as not incident to an employment relation
between Diodato and WFIS.
181. The NSA is void as not reasonably necessary for the protection of
WFIS.
38
182. The NSA is void as an attempt by WFIS to oppress Diodato from
reasonably soliciting business contacts he generated over the course of his career.
183. The NSA is void as unreasonable in its scope.
184. The NSA is void as unreasonable in its duration.
185. The NSA is void due to WFIS' failure to comply with its material
terms.
186. The NSA is void or voidable due to the fraud in the inducement
committed by WFIS.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter Declaratory Judgment in his favor and against Defendant WFIS declaring
that the terms of the "Wells Fargo Agreement Regarding Trade Secrets, Confidential
Information, Non-Solicitation, And Assignment of Inventions" are void as against
Darrell Diodato, together with damages, interest, costs and such other relief as this
Court deems just.
COUNT X
UNFAIR COMPETITION
187. The averments contained in Paragraphs 1 through 186 are
incorporated by reference as if set forth in full.
188. WFIS' actions, set forth more specifically above, are acts or
practices which are actionable as an unfair method of competition, as:
39
a. An infringement upon Diodato's identification;
b. The misappropriation of Diodato's intangible trade value in his
book of business;
c. Otherwise taking into account the nature of WFIS' conduct and
its effect on Diodato and his business customers and potential
clientele.
189. Diodato has suffered damages as a result of WFIS' unfair
competition.
190. The aforementioned conduct of WFIS is outrageous in that its
actions are either: (a) intentional; (b) malicious; or (c) reckless and indifferent to the
rights of Diodato and in deliberate disregard of such rights; and/or performed with an
evil motive, such that punitive damages should properly be awarded to Diodato.
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter judgment in his favor and against Defendant WFIS in an amount in excess of
Fifty Thousand Dollars, the jurisdictional limit for trial by jury in Cumberland
County, together with damages, punitive damages, interest, costs and such other
relief as this Court deems just.
40
COUNT XI
VIOLATION OF 15 U.S.C. §1925 (LANHAM ACT)
191. The averments contained in Paragraphs 1 through 190 are
incorporated by reference as if set forth in full.
192. WFIS' actions, set forth more specifically above, have violated
the Lanham Act, 15 U.S.C. §1925, as:
a. An infringement upon Diodato's identification;
b. The misappropriation of Diodato's intangible trade value in his
book of business; and
c. Otherwise taking into account the nature of WFIS' conduct and
its effect on Diodato and his business customers and potential
clientele.
All of which occurred in interstate commerce.
193. Specifically, the aforementioned Lanham Act violations are for
the false designation of origin in that WFIS, in connection with the provisions of its
goods and/or services, utilized Diodato's name, likeness, image and association (or
the lack thereof) which falsely designated WFIS' goods or services as being
associated with Diodato and/or was a false or misleading description or
representation of fact which:
41
a. Was likely to cause confusion, or to cause mistake, or to deceive
as to the affiliation, connection, or association of Diodato with
WFIS, or as to the origin, sponsorship, or approval of Diodato's
goods, services or commercial activities by WFIS; or
b. Was used in commercial advertising or promotion, as WFIS
misrepresented the nature, characteristics, qualities or geographic
origin of its goods, services or commercial activities with respect
to Diodato's association with WFIS after May 16, 2011.
194. Diodato has suffered damage as a result of WFIS' violations of
15 U.S.C. § 1925 (Lanham Act).
WHEREFORE, Plaintiff Darrell Diodato requests this Honorable Court
to enter Declaratory Judgment in his favor and against Defendant WFIS in the
amount in excess of Fifty Thousand Dollars, the jurisdictional limit for trial by jury in
Cumberland County, together with damages permitted under the 15 U.S.C. § 1925
(Lanham Act), interest, costs and such other relief as this Court deems just.
42
Respectfully Submitted,
CLfNNINGHAM & CHERNIFCOFF, P.C.
By:
Bruce J. W.
Attorney ID No: 58799
2320 North Second S
P.O. Box 60457
Harrisburg, PA 17106-0457
(717) 238-6570
CLARK & KREVSKY, LLC
II C
B v~--- L.~C~(/'
l~
Y
Frank P. Clark, Esquire
Attorney ID No: 35443
20 Erford Road, Suite 300A
Lemoyne, PA 17043
(717) 731-8600
Attorneys for Plaintiff
Dated: November 9, 2012
Dated: November 9, 2012
43
VERIFICATION
The undersigned, Darrell D. Diodato, hereby verifies that he is the
Plaintiff in the within matter; that he executes this Verification on his own behalf;
and that the facts set forth in the foregoing Complaint are true and correct to the best
of his knowledge, information and belief and further states that false statements
herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn
falsification to authorities.
Date: %/ ~ / 2 _ ~1~j
Darrell D. Diodato
~v" ~-~Y~' ~~ 067
Wells Fargo Agreement regarding
Trade secrets, Confidential [nformation,
Non-Solicitation, And Assignment 4f inventions
I. Introduction
to consideration for my continued employment by a Wells Fargo company and/or any of its past, present, and future
parent companies, subsidiaries, prgtlecessors, successors, affiliates, and acquisitions (collectively "the Company'), the
ability to participate in a new compensation plan crmtaining new and additional benefds which include, but are not limited
to, a guaranteed draw and an increased commission percentage for new revenue and net new revenue generated in
2010, I agree as follows:
I acknwwledge that the nature of my employment with the Company permits me to have access to certain of its trade
secrets and/or confidential and proprietary information. Nevertheless, such information is, and shall always remain, the
sole and exclusive property of the Company. Any unauthorized acquisition, disclosure ar use of this information would be
wrongful and would cBtJSe the Company irreparable harm. I also acknowledge that if !n the course of my employment I
develop Inventions (as defined herein), I agree to assign these inventions to the Company.
tt. Trade Secrets And Confident3at {nformation
During the course of my employment t will acquire knowledge of the Company's Trade Secrets and other proprietary
information relating to ks business, business methods, personnel, and customers (collectivey referenced as `Gonfidential
Iriformatlan'). "Trade Secrets' are defined as information, including but not IirMted to, a formula, pattern, compilation,
program, device, method, tedtnique, or process, that: (4) derives independent economic value, actual or potential, from
not being generally known to the public ar to other persons who can obtain economic value from its disclosure or use; and
(2) is the subject of efforts that are reasonable under tine circumstances to maintain its secrecy. The Company's Trade
Secrets include, but are not limited to, the following:
• the names, address, and contact information of the Company's customers and prospective customers, as well as any
other personal or financial infomtatian relating to any customer or prospect, including, without limitation, account numbers,
balances, portfolios, maturity and/or expiration or renewal dates, loans, policies, investment activities, purchasing
practices, insurance, annuity policies and objectives;
• any information wnCeming the Company's operations, including without limitation, iMomnation related to its methods,
services, pricing, ~, margins and mark ups, finances, Practices, strategies, business pions, agreements, decision-
making, systems, technology, polices, procedures, marketing, sales, techniques, agent information, and processes;
• any other proprietary and/or confidential information relating to the Company's customers, employees, products, ~
services, sales, technologies, oc business affairs. m
cn
1 understand that Records of the Company also consti#ute Confidential Information and that my obligation to maintain the "!
confidentiality thereof continues at a!I times during and' after my employment. "Records' include, but are not limited to, n
original, duplicated, computerized, memorized, handwritten or any other form of information, whether contained in ~
materials provided to r-'re.#ay the ~ompany.~or,by any.ins#itution acquired by the Company; or ccampiled by rage in,any~forrn '~
or manner including information In documents or electronic devices, such as software, flowcharts, gnaphs, spreadsheets, Z'
resource manuals, videotapes, calendars, day timer, pi~tners, rolodexes, or telephone dJrecdories malntained in _A
persona! computers, laptop computers, personal digital assistants or any othe(device. These reoorrla do not become any
less canfuiential or proprietary to the Company because I may commit some of them to memory or because 1 may qp
otherwise maintain them outside of the Company's afficcee. m
l agree that any Confidential Information of the Company is to be used by me solely and exclusively for the purpose of
conducting business on behalf of the Company. I am expected to keep such Confidential Information confidential and not
to divulge, use or disclose this information except for that purpose. if I resign or am terminated from my employment for
any reason; I agree to immediately return to the Company all Records and Confidential Information, including information
maintained by me in my office, personal electronic devices, and/or at home.
VJFISOi~03c
INlflll~~~l~llp~lll~l~l
'N DO'I4012'
y-
. 3:.;
~-
III. Non-Sotlcltatlon Oi The Company's Customers And Employees
I agree that for a period of two (2) years immediately following termination of my employment for any reason, I will not do
any of the following, directly or Endirectly or through associates, agents, ar employees:
solicit, recruit or promote the solicitation or recru'~tment of any employee or consultant of the Company for
the purpose of encouraging that employee or consultant to leave the Company's employ or sever an
agreement for services;
b. solicit, participate in or promote the sol'~citation of any of the Company's clients, customers, or prospective
customers with whom I had Material Contact and/or regarding
whom i received Confidential Information, for the purpose of providing products or services that are in
competition with the Company's products or services {"Competitive Produds/Services'~. "Material
Contact" means interaction between me and the customer; client or prospective customer within one (1)
year prior to my last day as a team member which takes place to manage, service or further the business
relationship; or
c. Accept insurance business from or provide Compettive Products/Services to customers or clients of the
Company:
with whom t had Material Contact, and/or
were clients or customers of the Company within six (6) months prior to my termination of
employment.
This two-year limitation is not intended to limit the Company's right to prevent misappropriation of its Confidential
Information beyond the two year period.
iV. Compliance t}Yttit Other Agreements
It is understood that I have complied and will continue to comply with any other policies covering trade secrets, inventions,
oonfidential information or solicitation from any former employer. I certify that, to the best of my infomlation and belief, I
am not a peaty to any other agreement that will interfere with my full compliance with this Agreement, including any
agreement relating to the non-dtscbsuna of infom~ation of any other ind'rviduai or entity, or that prior to my employment i
disebsed any such agreements to Wells Fargo for. proper legal review. I also certify that I will not disclose to the
Company, or induce the Company to use, any confidential or proprietary infomsation or material belonging #o any previous
employer or others. I agree not to enter into any agreement either written or oral that conflicts with any provision of this
Agreement.
V. Assignment Of inventions
I agree to disclose to the Company promptly in writing complete information regarding ail inventions that I matte, conceive
or first reduce to practice (atone or in conjunction with others) during my employment with the Company. For the purposes
of this Assignment, the term `invention' means any invention, discovery, design, formula, modification, improvement, new
idea, IwsinOss method, process, algorithm, software program, know how or tnsde secret, or other work or concept,
whether recorded in a written document, electr'ortically or not recortfed at all and whether or not copyrightable or qp
patentable. 'CRe categories of InvenYwns that are subject to this assignment are: (1) all Inventions that relate at the time of
' ~
conception or radud~n to practice of the Invention to the Company
s business, or actual or demonstrably anticipated ~
t~seailrtti ~r rnerrt ~of"theCompany whether ar not l made, oonoeiv~ad or first reduced the inventions to practice h
during norrmal working hours; and (2) ail inventions involving the use of any time, material, information, or facil'Ry of the O
Company. I acknowledge and agree that all Inventions and sit worldwide intellectual property rights therein are owned by „~
the Company. All intellectual property rights in the inventions shaA vest in the Company on the data such Inventions are y
created, conceived, reduced to practice, actually or constructively, or redttcad to a tangible medium of expression, G
whichever occurs fast. Without limiting the foregoing, I agree that if any Inventions are copyrightable and fall within the D
definition of a 'worts made for hire' as defined in 17 U.S.C. §101 and §201(b), such inventions will be considered 'Wvorks
made for hire" and all copyrights and copyright registrations related to such copyrightaisle Inventions will be the sole and
exclusive property of the Company. If, and to the extent that, all intellectual property rights in any Inventions do not vest in m
the Company, I hereby irrevocably grant and assign to the Company without reservation, al! of my worldwide ownership
rights, title and interest in and to aU Inventions and all present and future intellectual property rights in such Uventions,
and irrevocably waive a!I moral rights in, and other intellectual property rights to, all Inventions.
BY entering into this Assignment, t understand that I am not conveying any rights in Inventions I may have made,
conceived or firs! redaoed to .practice before my empbyment with the Company (`Prior Inventions. ff I daim owrurship in
any Prior inventions, 1 have identified and provided anon-confidential description of each such Prior Invention in the
space provided below (and on additions! pages as necessary):
Notrndthatanding the foregoing, thts assignment of Inventions as set forth above does not app{y to an Invention that I
developed entirely on my own time without using the Company's equipment, supplies, fadUties, or trade secret information
except for those Inventions that either. () relate at the time of conception or redud5on to practice of the Invention to the
Company's business, or actual or demonstrably antidpated research or development of the Company; or (fi} result from
any work performed by me for the Company.
i further agree, without charge and of the Company's expense, to give the Company alt assistance it reasonably requires
to evidence, establish, mairrtaln, perfect, Protect, and use the rights to the Inventions 1 have ass~ned to iG In particular,
but without limltatbn,l agree fie sign ail documents, supply ail information, and provide alt writ~n or oral testimony that the
Company may deem necessary or desirable to: (i) transfer or record the transfer of my entire right, title, and interest in the
assigned Inventions; (ii) enable ttie Company to obtain patent protection for such Inventions enywttere in the wand; and
fi) protect and enforce Company's rights in the tnvantions and the Inteiledual property rights therein. fVotwithstaruling the
foregoing, 1 hereby irrevocably appoint Wells Fargo es attorney in fact {coupled with an interest) to execute any such
documenrts.
VI. Employment At VYiU
f understand that my employment with the Company is `at wilt' and- nothing in this document changes, afters or modfies
my `at will' status of my obpgation to comply with ail policies, procedures and n~les of the Company, as they may be
adopted or amended from time tb time. My employment at will status may not be changed except M writing, signed by me
and an executive officer of the Company.
vll. Injunctive Relief 8 Damages
Recognizing fie iRepsr'sble nature of the injury that could be done by my viotatbn of this Agreement and that money
damages would be insdaqua~0e compensatbn to the Company, ft is weed that any violation of this Agreement by me
should be the proper eut~ject for immediate injunctive relief, spedfic pertorimance and other. equitable relief to the
Company') further agree to commuNcate the contents of this section and the non-solidtation and non-disclosure sections
of this Agreement to any prospective employer.
Vlll. Severability And Jurllcial Mor#ltit.atfan
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shell remain in full force
and effect and the knvalid or unenforoeable provision shall be modified only to the extent nec~asary to render that
provision vaUd and enforceable to the fullest extent permitted.by law. If the invaUd or unertforceabte provisbn cannot be
modified, that provision sha4 be severed from the Agreement and all other.provisions shall remain valid and eMorceable.
IX. Choice t?f Lswllntegration/Survival
Ttus Agreement and any dispute, controversy or claim which arises under or relates in any way to ft shall be,govemed by
the taw of state where the inciderst{s) giving rise to the dispute or daim arose. This Agreement supetsedas arty prior
wsitten or verbai•egreements pertaining to fha subject matter fterein,..and is tnterded to tse a fins! d~rr3+ssiori of our
Agreement with respect only to the terns contained heretn; provided, however, that the employee end aistamer non-
sopdtstlon provisions hrrein one in additional to, and not in lieu of, any such provisions contained in an
y ~~ agreements
between the Company and me. There may be no modftication of this Agreement exce in catkin si
pt g gt~ad by me and an m
exewtiva officer of the Company. This Agreement shall survive my employment by the Camparry, inure to the benefit of ~
successors and assigns of the Company, and is binding upon my heirs and legal representatives. -i
Acknowledgment C~
O
1 adtnowledge that t have read, understand, and received a copy of this Agreement and will abide by its terms. ~
~ ~01
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~'t D
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Team Member's S-''
~"~re Date
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~ar Ire t ~ •.~.3 ~ t o ~~a ~1 ~ b G `7 $" ~
Print Name Employee 1D m
VifNk.Farpo Insu~ Services .
_ '
Date: No~-enltier 23, 2010
To: Darrell'Diodato
Employee #: 49~'l5
From: .dim Voltz '
AU: 41~~39 Department: Belies
CC: Mark Susco
OiFicial~Personnel File
Sab jai: Form! Warnio~
Raison for Action:
Disregard for WIFLS policies and Procedures are resulting in E&O exposures as well as loss of
productivity in the office. Unprofessional caamaents made at internal meeting,
- Disregard for policies and procedures exatn~les include:
- Brokering business though a broker without a properly executed brokerage agreement.
- Soliciting business' withaut,proper licenses in place.
- Binding business without proper documentation to clients including full disclosure
. agreements•
- Attempting to issue "dummy" invoices to cliesrts.
- Q~ting business without proper documeirtation from underwriters.
- Asking AIBs to disregard procedtats when.quoting business. .
- Unprofessioasl comments include:
- 1?isruption. of internal sales moetings with abrasive and angry comments.
= References to "kangaroo•couerts" during procedure.discussions. .
Plan to Correct the Problem: •
The conduct that is expected includes (but is not limited to the following):
- Adhere to all WFIS policies and Procedures. .
- Cease and desist from asking Team Members to violate WFIS policies and Procedures.
- Adhere to Wells.Fargo's Workplace Conduct Policy which i~ludes but is not limited to:
Our goal at Wells Fargo~is to maintain an atmoaph~e of cons~ency, fairness, and rospec~ at all times
Cort+scxive Action Docunettt -„ ~~
Revised June 2008
l
-- in other words;:a profeaelonai and productive work environment for every team member, boar in the
workplace and at work-feiated events.
Unprofe~ional and (nappropr~bs workplace beitiavkx ls~any conduct that violates the pdiciss in this
section of your handbook. Such conduct includes but is not limited b outbursts, ye~g, rudeness, or
annoying conduct that interferes with another team member's ability to pertorm his or her job. it may
ado include conduct that is wekxxne between team members but is inappropriate in the workplace or at
work-related everrxs.
bnporaint• You7rp expeot+ed io use good Judgment in maidr~ sure ~. your behavior auppata our
comperiy adu-danala of p~rotieaabnaAam acrd conduct oudi-ed hens and fAmugrhout this Aar-dbook Thla
w+add lrxa-urb avioidiir~g conahrot that is~ iY/asiy b alAmage Nhpa Faigo'a briaineaa or reputatior- Fayule bo
do ao can be grounds iiDr correcthne action, which may include [I.emthaHon of your emiployment.
The way you handle interaction wfih your fellow. team members is important id the success of your work
environment. At alt times, you're expelled to treat fallow beam members wkh courtesy, reaped, and
professionalism.
If you wish to discuss confidential pei~onal ox professional isstua which may be impacting your
p~Grfocmana with ~ objective third party you may contact Employee Aasiatan~ Conarilting
t'EAC). SAC is available to yon free of cliarga and provides G~afidential and professional
consulting 24 bouts a day, ? days a wcdc at 1-888-32'7-002?.
Comedlu~e l~k~ion Document
Revissd .hate 2008
Coneega~ces: ~ ~ ~ ~ .
If, during the time this corrective action is in effect, your overall parfam~ance does nut improve
to an acceptable level, fltrther action up to-and including torrmination of employment may result.
If, at any time altar this corrective action, you do not sustain your performance at ar< overall
acceptable level, further action up to and including b~nninatian of employment may result.
A formal warning~3nay impact your eligibility for merit increases, promotions or transfer
opportunities.
Team Member Coaaienta:
~~~ ~~ ~ u~~~ ~:~~~~~ G~~
..
/~ 6 ~~0
ConeGMe Aeon Document
Revised June 2008
AcJuowkdga~et: ~ ~ ~ ~ .
I have react and r+axived a copy of this memo.
Date: March 15.2010
To: Human Resources
From: Darrell D. Diodato
Subject: Reply to Dispute
Prior to addressing Mr. Voltz's formal warning comments, I feel it is imperative to have a brief
examination of several facts leading up to the difficult situation in which we are involved. After
this statement, I will give my opinion on each of the eight scenarios mentioned.
My first meeting with Jim Voltz occurred within thirty days of his hiring in August of 2009. In
the course of-that meeting he made it perfectly clear that he had the complete backing of Mark
Susco to eliminate any of the existing production team. In fact, with the motion of his hand
representing a gun, he "shot" Mr. Troutman, Mr. Cavanough, and me, the three top salesmen in
our office. This is not how one should start conversations with your new sales staff. I again
heard the same comment from one of my long term account executives, as he said the same to
her.
I am only going to cite one more example of how our relationship deteriorated. In early
December 2009, I was in Washington, DC, binding coverage on a new account. This account
had a renewal date of 12/31, so I had two and a half weeks to conclude this matter. As I was
finalizing the deal, the new insured told me that she was going to Europe for four weeks and
asked to pay in advance. Since the package policy had a 12/31 date, her direct bill would not be
due until the fifteenth of January so she would have returned to make that payment. The worker
compensation was the problem. We needed a check for the deposit and that would have to be in
before she returned: To bind coverage, she asked me for an invoice which I did not have, but I
knew we would need at least a twenty five percent deposit. She suggested giving me forty
percent of the ball park premium to ensure coverage. Upon calling our office and finding none
of my A/E in, since it was lunch time, I requested another. Unbeknown to me, at that time, we
were not permitted to request a "dummy" invoice, even though the check was being made
payable to the insurance carrier. The CSR in our office, upon my request, fixed the invoice. I
collected the check and brought home the account.
The next morning, while finalizing the paperwork, Jim Voltz stormed into my office, slammed
the door, and with.veins popping from his neck, started screaming at me about getting him and
me fired. Threatening was not the word; it became worse. For twenty minutes he ridiculed,
Reply to Dispute
January 18, 2011
humiliated, and embarrassed me, not befitting ahard-working insura~ice professional of thirty
five years. For the first ten minutes, I could not figure out what I had even done wrong. I
eventually stood up and told him to stop yelling. After berating me further, he spun on his heel
and told my two A/Es to get to his office immediately.
From what they told me, they were treated similarly, including the threat of termination if they
ever issued a "dummy" invoice. I felt badly for them, since they were innocent.
His behavior set the tone henceforth of our office since fear of your manager carries a lot of
weight.
I will now address the formal warnings which have been issued to me.
Item #l: Disregard for policies and procedures: Brokering business through a broker
without a properly executed brokerage agreement.
On this issue I feel that you must first go back to my team having two national bowling programs
over the past fifteen years. While I did manage these, one with USFG, and the other, ACE,
USA, I was never involved with the appointment of brokers and the follow up with the properly
executed agreements. Prior to her termination last spring, Carol Reed, our licensing coordinator,
had solely handled all of these. Even Noreen McKenrick, one of my A/Es, who primarily had
broker responsibility, was not the individual who performed these duties. In the last twelve to
eighteen months, we have now renewed almost every broker we had, with only two or three
remaining. The comment made was asserting that I was brokering business with knowledge of
not having all the paperwork necessary.
Item #2: Soliciting business without proper licenses in place.
When this was first discussed with me, it was brought to my attention that I solicited and wrote a
bowling center in Oklahoma while not being licensed. This can be no further from the truth.
While I was in Las Vegas last June at Bowl Expo, a proprietor from Oklahoma came up to our
booth requesting that I take a broker of record letter from her to handle her account with the
North Pointe Insurance Company, the association carrier. I advised her that the North Pointe
would have to license me in Oklahoma and I would need to be state licensed. Upon my return, I
obtained a license from the Insurance Department of Oklahoma on 6/26/10 and bound coverage
with the North Pointe on 7/8/10.
Item #3: Binding business without proper documentation to clients including full
disclosure agreements.
Reply to Dispute 3 January 18, 2011
It is important to understand that when dealing with clients that are hundreds of miles away,
there will be times, especially when changes are made at or around the inception date, that not
everything has been executed. A change of policy premium, coverages and payment are not
always anticipated prior to the inception date. The North Pointe has worked with us on issues
going back fifteen years, and thoroughly understands the new and renewal processes. They have
always handled our situations that have arisen, and since there are only nine bowling brokers, our
relationship has worked very amicably. They watch us carefully, as we do them, with no
adversarial areas.
Item #4: Attempting to issue "dummy" invoices to clients.
This particular item has its early stages which I elaborated on in my opening statements. In early
December, one of my clients requested an "invoice," which I declined, for a premium breakdown
of one of his many properties that we insure. He provided the insurance for one of his buildings,
but the renter pays him for the premium. Our policy has all his properties on it with one annual
premium. He needed a breakdown. My A/E, Kay Plank, took this to her manager to find out
what she could do to satisfy the insured's request. She was told the mariner that was acceptable
and completed the task. The word Mr. Voltz used, "invoices," plural, is an insult to my
intelligence and unappreciated, and suggests I often do this.
Item #5: Quoting business without proper documentation from underwriters.
I am unaware of anything about this statement, unless Mr. Voltz is referring to my giving
insureds a ballpark number if they ask me how much a particular coverage would cost. An
insured might also request and idea of premium if they increased their building values.
Item #6: Asking A/Es to disregard procedures when quoting business.
To my best knowledge, this has never occurred. My two A/Es are twenty year veterans that
know right from wrong and are not subservient to what I say. Many times in our twenty year
relationship, both have disagreed with me if they are not comfortable doing something, and at the
end of the day, we work for the betterment of our client. This comment is extremely disturbing;
not only to me personally, but to infer that my two A/Es would attempt to do something
improper because I told them to do so.
Item #7: Unprofessional comments including abrasive and angry comments and using the
term "kangaroo court."
Reply to Dispute 4 January 18, 2011
I did indeed use that terminology and to this day I feel it was correct and exactly how I was being
treated. Upon writing a new piece of business in Rhode Island, I was putting the final proposal
together. During the course of my hastiness, I accidentally grabbed a copy of the soon to be new
property extension form and placed it in with my papers to the administration department. Prior
to this time, there had been a message delivered to the AlEs, that they could potentially lose their
jobs if they did not report a mistake that the producer had made. Until recently, Noreen would
have come to me and asked how did this expanded extension get into the proposal and are you
sure the company will honor it. Of course, if I made a mistake, I would have her pull it out and
everything would have been fine. The next day, when I returned to the office, Mr. Voltz called
me to his office and closed the door. Noreen was sitting in there are well.
The first comment from hirn was to tell him about this account. I had no knowledge of where he
was going since it was a .piece of business that I had just written. He then asked me about the
proposal and how -the extended property endorsement became part of it. At this point, until
Noreen showed what he was discussing with me, I was perplexed. It was there, but I surely did
not remember doing it. After saying I did not know, he again asked the same question, how did
it get there. I do not know, I repeated, with him then looking at me as if I were lying. I was
prejudged guilty when I walked in there and that is exactly how I felt by the inflection in his
voice. It was indeed similar to a "kangaroo court''. I stated it and I stand by my statement. It is
Mr. Voltz's way or no way. He can raise his voice at any moment and if you do, you are not
following the proper code of ethics.
In a year and a half, he has never given me or my A/Es a word of encouragement or "a job well
done." It is very hard for me to believe that with Wells Fargo being the seventeenth best
company to work for according to .Money Magazine, that this management style would be
acceptable.
Code of Ethics and Business Conduct
Wells Fargo's Approach
Wells Fargo" expects its team members to adhere to the highest possible standards of ethics and business conduct
with customers, team members, vendors, stockholders, other investors and the communities it serves, and to comply
with all applicable laws, rules, and regulations that govern our businesses. This Code of Ethics and Business Conduct
(the "Code") explains Wells Fargo's policy and standards concerning ethical conduct for all team members. Our aim is
to promote an atmosphere in which ethical behavior is well recognized as a priority and practiced every day. Team
members have a special responsibility to follow these standards because our everyday actions influence what people
think about our company. That's called our reputation. A reputation is earned over years of consistently focusing on
what is best for our customers and communities and following the rules that govern our business in the spirit of our
Vision & Values.
The policy and standards are grouped under section headings that emphasize the fundamental and overriding
principles that should guide our behavior: We should act in a manner that will serve the best interests of Wells Fargo;
that is honest and trustworthy; that will preserve confidential information; and that will avoid conflicts of interest or the
appearance of conflicts of interest.
This Code cannot provide rules to cover every circumstance. Answers to questions involving ethical considerations are
often neither easy nor clear-cut. You should understand and abide by both the spirit and the letter of the policies and
standards in the Code and remember that you may not do indirectly what you cannot do directly under the Code.
Individuals employed in brokerage, investment or other similar postings governed by licensing requirements are subject
to additional requirements which may be more restrictive due to law, regulation, or the Code;. discuss it with your
supervisor or your Code Administrator. If you violate any provision of the Code or fail to cooperate fully with any
inquiries or investigations, you will be subject to corrective action, which may include termination of your employment.
A process for resolving issues that arise under the Code is more fully outlined in the Code Administration section.
If you have concerns about conduct that you believe may violate the Code, laws, rules, or regulations, or about
accounting, auditing, or internal accounting control matters, you should contact EthicsLine as described in the
EthicsLine section. No retaliation may be taken against a team member for providing information in good faith about
possible Code violations, violations of laws, rules, or regulations by others; or concerns about accounting, auditing, or
internal accounting control matters.
'`Wells Fargo, as used throughout this Code, means Wells Fargo & Company and each of its subsidiaries.
Published 09/16/2010
Serve Wells Fargo's Best Interests
Wells Fargo's reputation has enormous value. Our outstanding reputation helps us retain and attract team members,
customers, and investors. It helps us build strong relationships with communities, nonprofit organizations, vendors,
regulators, and government officials.
Wells Fargo's commitment to following federal laws, rules, and regulations, as well as applicable laws, rules, and
regulations of all localities, states, and countries where we do business, is not only the right thing to do, it helps
maintain and protect our company's reputation. This includes compliance with all applicable securities laws and
regulations, accounting standards, accounting controls, and audit practices.
As a team member, you are expected to support this commitment to protect Wells Fargo's reputation and to serve
Wells Fargo's best interest by:
Being knowledgeable about your job.
Conducting all aspects of Wells Fargo's business and community involvement in an honest, ethical, and legal
manner and in accordance with federal laws, rules, and regulations and the applicable laws, rules, and
regulations of all localities and states and countries where Wells Fargo does business.
Complying with Wells Fargo's policies and procedures.
Recognizing that your professional and personal conduct can positively or negatively affect Wells Fargo's
reputation and acting in a responsible way that upholds Wells Fargo's reputation.
,~:
Upder ceftain circumstances, Wells Fargo's policies or local or foreign laws and regulations may be different from the
policies outlined in the Code. Generally, in those cases, you must comply with the more restrictive policies, laws, or
regulations. When the applicability or interpretation of policies, laws, rules, or regulations is unclear, you must seek
advice from your supervisor, your HR consultant, your Code Administrator, or the Law Department, depending on the
nature of the inquiry.
This Code provides basic principles and concepts to guide us in the conduct of our business. You are expected to
exercise good judgment and common sense in your decision making and your dealings with others. Commitments
should be made only if they can be met realistically.
If you become aware of actual or potential problems in any area of Wells Fargo's services or operations or in its
business relationships with vendors, or in Wells Fargo's or its representatives' business relationships with domestic or
foreign customers or officials, you should inform your supervisor or others in a position to effect solutions.
In addition, you are expected to protect Wells Fargo's assets from theft, waste, or loss and ensure their efficient use.
Wells Fargo's assets include physical and intellectual property, such as Wells Fargo's brand, trademarks, copyrights,
trade secrets, and patents, as well as the confidential and proprietary information described under the Preserve
Confidentiality section of this Code. While it is not Wells Fargo's intent to claim ownership of intellectual property that
is unrelated to Wells Fargo's business, any intellectual property invented, created, designed, or conceived by a team
member while employed by Wells Fargo and that may relate to any business of Wells Fargo must be disclosed to
Wells Fargo and shall, at Wells Fargo's option, become the sole property of Wells Fargo. Welts Fargo's assets may
only be used for legitimate purposes. Any improper use of Wells Fargo's assets whether for personal or business
purposes, including the misapplication or improper use of corporate or customer funds or property or the unauthorized
use or publication of intellectual property, is prohibited and may be unlawful.
If you become aware of any violations or potential violations of this Code, of applicable laws, rules, or regulations, or of
accounting standards or controls, you must promptly report such activity as described in the EthicsLine section of this
Code.
Published 01/14/2011
Act with Honesty, Integrity, and Trustworthiness
To preserve and foster the public's trust and confidence, complete honesty and fairness is required in conducting
internal and external business. It's important that every Wells Fargo team member understands that the honesty, trust,
and integrity essential for meeting the highest standards of corporate governance are not just the responsibility of
senior management or boards of directors. We all share that responsibility. Corporate ethics is the sum total of the
ethical decisions all of us make every day.
To have integrity, one must be consistently honest and trustworthy in everything one does. When you have integrity,
people know you will do what you know is right. And that aligns with how we define "culture" at Wells Fargo. It's
knowing what you have to do without someone telling you to do it. It is the core of a person's - and a company's -
reputation.
Company information
Honesty and fairness require that team members provide accurate and complete information in dealings with
customers and others. We will communicate with candor, and each team member will deal fairly with Wells Fargo
customers, vendors, competitors, and other team members. You may never take unfair advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.
Wells Fargo is committed to full, fair, accurate, timely, and understandable disclosure in public reports and documents
filed with, or submitted or provided to, the Securities and Exchange Commission, regulatory authorities, stockholders,
and the public. Wells Fargo & Company's financial statements and reports must be prepared in accordance with
generally accepted accounting principles and fairly present, in all material respects, the financial condition and results
of operations of Wells Fargo.
Accurate records
Page 82 of 124
You are responsible for preparing and maintaining accurate records to the best of your knowledge and retaining
bUsiness'records in compliance with applicable regulations, law, and Wells Fargo's record retention policies. All
business transactions, including team member expense reporting, must be properly and accurately recorded in a timely
manner on Wells Fargo's books and records and in accordance with applicable accounting standards, legal
requirements, and Wells Fargo's system of internal controls. Falsification of any company or personal information you
provide is prohibited. Falsification refers to knowingly misstating, altering, adding information to, or omitting or deleting
information from a Wells Fargo record or system which results in something that is untrue, fraudulent, or misleading.
Sales incentive programs
As part of Wells Fargo's sales culture, the company creates various incentive programs to reward the top producers of
new business and to obtain new business. This section provides guidance for specific situations involving incentive
programs. If any business practice being followed in your area does not meet these guidelines, you should refuse to
participate and should report the inappropriate behavior to EthicsLine.
1. Sales to relatives and friends
Wells Fargo recognizes that relatives and friends are one source of new business. Within these guidelines, incentive
programs generally allow team members to receive credit and any related compensation for legitimate sales to, or
referrals of, relatives or friends. Business units may place more restrictive guidelines on sales to relatives or friends to
ensure that conflicts of interest or perceptions of conflicts of interest are avoided.
2. Inappropriate sales
Steering a customer to an inappropriate or unnecessary product to receive sales credit harms the customer; it is an
unacceptable practice that violates both the spirit and the letter of our incentive programs and this Code.
3. Gaming
Any form of "gaming" to receive compensation, to meet sales goals, or for any other reason is in direct violation of
company policy and this Code. Gaming is defined as the manipulation and/or misrepresentation of sales or sales
reporting in an attempt to receive compensation or to meet sales goals. Gaming issues may arise in, but are not
limited to, the following categories of activities:
Reclassification or transfer: Reclassifying or transferring existing business should not be viewed as a true
sale and is not intended to result in sales incentive, unless the reclassification or transfer:
Is part of a specific product program,
Is a general bank strategy, or
Has very clear customer benefit and the customer's express agreement.
Discounts or customer incentives: It is not appropriate for you to supplement standard discounts or customer
incentives by substituting your own personal funds, including your commission income, in order to complete a
sale or earn a higher commission by recording across-sell. It is inappropriate to pay a fee, such as a credit
card fee, or fund a deposit account on behalf of a customer in order to complete a sale. Wells Fargo is
interested in bona fide sales and provides a number of ways for our sales force to offer fee waivers or rate
discounts in order to attract new business.
Sales referrals: Only valid sales referrals made by the team member seeking the credit may be submitted to
meet sales goals or receive credit under sales incentive programs. Valid referrals typically require team
members to have spoken directly with the customer about a specific product or a referral to a different business
unit and to have gained the customer's agreement for that product or referral. You are responsible for knowing
the terms of the sales incentive programs applicable to your business unit, including but not limited to the rules
on sales referral credit and how your business unit defines a valid referral.
Undue influence
It is not appropriate for you to influence, or attempt to influence, anyone for the purpose of having them handle a
transaction or process in a way that results in an improper personal benefit to you, your friends, relatives, or even to
that particular team member. Such improper benefit may result from using a relationship (whether personal, social, or
professional) to prevail upon another person, such as a coworker, vendor, or someone who reports to you, to do
something for you that is outside the scope of standard business practice. For additional guidance concerning gifts to
team members and others, see the Gifts section. In addition, undue influence may take the form of pressuring,
intimidating, or threatening another person in an attempt to persuade him or her to take an action that is inconsistent
with standard business practice.
Page 83 of 124
The services of others, such as vendors, brokers, appraisers, or attorneys, should be selected on the basis of quality,
prtce, anG other factors that may be appropriate in particular cases and family relationships or friendships should never
be a factor. Team members should not attempt to influence selection of a vendor based on a family relationship or
friendship. Neither you, a family member, nor any entity in which you or your family member has a financial interest or
by which you or your family member is employed, may supply goods or services to a business unit of Wells Fargo in
which you are employed without prior approval of the transaction by your Code Administrator. You do not need prior
approval when the vendor is:
A public company that employs a family member, or
A public company that may be part owned, but not controlled, by you or a family member.
With respect to engagement of professionals or consultants, a team member's business unit may engage a
professional firm (such as an accounting firm, law firm, or investment bank) that is owned in part by or employs a team
member's family member. However, such team member may not request or act to influence such engagement and
must notify his or her supervisor or Code Administrator of such relationship as soon as possible.
Payment verification
You are expected to check your pay voucher (online or paper), direct deposit receipts, or both for accuracy and are
required to report immediately to your supervisor any overpayment -including but not limited to wages, salary,
payments under the Wells Fargo Short-Term Disability Plan, incentive pay, bonuses, or Paid Time Off. Your supervisor
will work with you to make appropriate arrangements to reimburse the company. Failure to report discrepancies or to
make appropriate repayment arrangements is a violation of company policy and this Code.
Published 01/14/2011
Preserve Confidentiality
Overview
Confidentiality has always been an essential part of the financial industry's business. Wells Fargo's customers give us
private information about themselves and rightfully trust us to keep this information in confidence. Today we have
technology that enables us to keep more information about customers than ever before. Recognizing this, Wells Fargo
has placed special emphasis on the appropriate collection, storage and use of customer information. Moreover, Wells
Fargo has provided team members with access to computers, electronic mail, the Intranet, and the Internet. This
access is a privilege that carries special responsibilities. This section is about your responsibility to protect confidential
and proprietary information from release or misuse.
Confidential information
Your role in privacy protection is critical. As a team member, you will have access to confidential information about
Wells Fargo, its customers, team members, and vendors which you are obligated to protect from unauthorized
disclosure. Such information is intended solely for use within Wells Fargo and is limited to those with a business need-
to-know. Confidential information acquired by a team member through his or her employment must be held in the
strictest confidence and, except for a business reason, must never be discussed with anyone -not even family
members. Such information is to be used solely for corporate purposes and never for personal gain, and may not be
used to compete with Wells Fargo.
You may not access confidential information without a business purpose. You must not disclose confidential
information you have obtained in the course of your employment to any other team member unless the other team
member has a business need to know the information for the performance of his or her duties on behalf of Wells
Fargo.
Wells Fargo protects the private, personal, and proprietary information of customers, vendors, and team members.
Confidential customer information may not be disclosed to persons outside Wells Fargo except when its disclosure is
required by law or in accordance with Wells Fargo's privacy policies and customer agreements. In addition, Wells
Fargo may have entered into a confidentiality or nondisclosure agreement to protect a third party's confidential
information and prevent unauthorized disclosure or use of that information. You must be careful to honor those
agreements.
Furthermore, you must comply with additional policies maintained by applicable business units that restrict the flow of
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__ _ _ _ _ r__ _.. _ _ ,
._ .:~ _r-~ _. __
confidential information between their business unit and other Wells Fargo business units that are engaged in
investment advisory or securities trading activities.
Improper release of or unauthorized access to confidential information damages our customer's trust in Wells Fargo
and can result in loss of business and even legal action. It also reflects on your ability to do your job and is a violation
of company policy and this Code.
Proprietary information
Proprietary information is information that is the property of Wells Fargo, and it may be classified by Wells Fargo as
"internal use" (generally shareable between team members, with a basic need to know), "confidential" (intended solely
for use by those with a specific need to know, as required to perform a particular business function or activity), or
"restricted" (intended solely for restricted use by those with an explicit, predetermined, and stringent need to know).
Proprietary information includes, without limitation, trade secrets and information regarding:
Wells Fargo's business
The company's financial performance, if it has not been publicly announced
Customers
Team members
Products, services, and pricing
Patents and other intellectual property, including inventions related to any of Wells Fargo's businesses at the
discretion of Wells Fargo
Systems plans and information
Data centers or other property information
Passwords and computer programs
Business plans
Marketing plans, strategies, and costs
Potential acquisitions and divestitures
Any nonpublic information that would be harmful to Wells Fargo if disclosed
During the time you are a Wells Fargo team member, you must not:
Reveal any proprietary information about the company or its team members, customers, or vendors to anyone
except properly designated team members.
Use on behalf of Wells Fargo any proprietary information you have acquired at another company.
If you leave Wells Fargo, you may not:
Disclose or use any proprietary information in a manner that is harmful to Wells Fargo, useful to competitors, or
for your own or another's gain.
Keep any originals or copies (in electronic or any other form) of manuals, notebooks, drawings, notes, reports,
proposals, other documents, materials, tools, or equipment or property belonging to Wells Fargo.
Published 01/14!2011
Avoid Conflicts of Interest
Team members must avoid conflicts of interest or the appearance of conflicts of interest in their personal and business
activities. The appearance of a conflict of interest may be just as damaging to the reputation of Wells Fargo as the
existence of an actual conflict of interest. Wells Fargo's reputation has been built over more than 150 years and must
be guarded by all team members to preserve our ability to attract and retain team members, customers and investors.
A conflict of interest is a situation in which your personal interest or outside economic interest in a matter:
Interteres with your duties and responsibilities to Wells Fargo.
May be inconsistent or incompatible with your obligation to exercise your best judgment in pursuit of the
interests of Wells Fargo.
Results in an improper benefit to you or a family member as a result of your position with Wells Fargo.
Encroaches on the time that you should devote to your work with Wells Fargo.
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Raises a reasonable question about or the appearance of such interference.
When presented with a situation involving a potential conflict of interest, you should ask: Would public disclosure of the
matter embarrass Wells Fargo or lead an outside observer to believe that a conflict exists? The sections that follow
provide rules and guidance for specific situations in which the possibility of a conflict of interest is present. Certain
activities must be strictly avoided and others require written approval before they can be undertaken.
If a conflict or potential conflict of interest arises in circumstances not discussed under the rules that follow or if
application of a rule to a set of circumstances is unclear, you should consult your supervisor or Code Administrator. In
some cases it may be necessary to obtain approval or disclose the possible conflict in writing to your Code
Administrator for consideration by the member of the Operating Committee for your business group or the Ethics
Committee.
Standards for personal finances
As a financial institution, Wells Fargo's business depends on public confidence in our ability to help manage the
financial affairs of others. In general, your personal finances are private. However, because you represent Wells Fargo
it is important that you manage your personal finances properly and in a prudent manner.
If you are having financial difficulties, you may talk to Employee Assistance Consulting (EAC), which can provide
confidential advice and referrals to community resources. If your business unit does not use EAC, please contact your
HR consultant for assistance.
Insider trading
Insider trading involves the purchase or sale of securities of an entity while in possession of material, nonpublic
information (also called "inside information") about the entity. Any person who purchases or sells securities while in
possession of material inside information (except pursuant to a preapproved trading plan complying with Rule 10b5-1
of the Securities Exchange Act of 1934 (a "10b5-1 Plan")), or who communicates or "tips" such inside information to
anyone else who trades securities on such information, violates this Code of Ethics and Business Conduct and may
violate federal and state securities laws. Federal law imposes obligations on employers to ensure that their employees
do not improperly trade securities using material inside information. If you commit an insider trading violation, you may
be subject to significant civil and criminal penalties, your supervisor may possibly be subject to significant civil
penalties, and you may be subject to immediate termination of employment.
In addition, you may be subject to information sharing restrictions or "firewalls" that are designed to restrict the flow of
information from business units and other areas of Wells Fargo that regularly come into possession of material inside
information to those business units that regularly trade in public securities, including securities of Wells Fargo's
customers and vendors. Sharing a customer's material inside information with Wells Fargo business units that trade in
public securities could require our brokers or traders to stop trading in the customer's securities until the information
becomes public. For example, if Wells Fargo receives material inside information that is adverse to a customer in
connection with a loan at a time when Wells Fargo holds the customer's stock in fiduciary accounts, Wells Fargo's
credit approvers are obligated to prevent such material inside information from being disclosed to team members who
trade securities for Wells Fargo's fiduciary accounts.
1. Material inside information
"Inside" or "nonpublic information" is information about a business organization that is not generally available to or
known by the public. Such information is considered to be "material" if the information could reasonably be expected to
affect the market price of a company's securities or there is a likelihood that it would be considered important by an
investor in making a decision to buy or sell a company's securities (whether stock, bonds, notes, debentures, limited
partnership units, or other equity or debt securities). Both positive and negative information may be material.
Information should be presumed "material" if it relates to, among other things, any of the following:
Earnings or financial results, before publicly disclosed
Dividend increases or decreases
Changes in previously released earnings estimates
Significant gains or losses
Significant expansion or curtailment of operations
Significant merger, acquisition or divestiture proposals or agreements
Significant purchase or sale of assets
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Significant new products, discoveries, patents or other intellectual property
Significant borrowing
Major litigation
New debt or equity offerings
Changes in debt ratings
Significant write-down of assets or additions to reserves for bad debts
Liquidity problems
Significant management changes
2. Restrictions against insider trading
You must not purchase or sell securities if you are aware of material inside information, either personally or for any
account over which you have direct or indirect control. You are also prohibited from disclosing material inside
information in your possession to your family members or others (i.e., "tipping") except to those Wells Fargo team
members and outside professionals who have a need to know the information in order to perform their duties on behalf
of Wells Fargo. If you disclose material inside information in violation of this Code and if the person you tip trades
securities while in possession of such information, both you and the person trading may be liable under federal and
state securities laws.
If you have material inside information about a customer or vendor of Wells Fargo, you are responsible for ensuring
that any purchase or sale of the customer's or vendor's securities by you or for any account over which you have
direct or indirect control is in compliance with the Insider Trading and Personal Trading and Investment provisions of
this Code. Questions regarding whether information is "inside information" or "material" should be referred to your
supervisor, your Code Administrator, or to the Corporate Secretary of Wells Fargo & Company.
3. Purchases and sales of securities issued by Wells Fargo
You may not purchase or sell securities issued by Wells Fargo & Company if you have material inside information
about Wells Fargo 8~ Company, unless your purchase or sale is pursuant to an approved 10b5-1 Plan. A 10b5-1 Plan
providing for the purchase or sale of Wells Fargo & Company securities must be approved prior to execution by the
General Counsel or the Corporate Secretary. Any team member who has a question regarding whether information
about Wells Fargo & Company may be deemed to be "material inside information" should call the Corporate Secretary
of Wells Fargo & Company. Executive officers of Wells Fargo 8~ Company and those in other positions expressly
identified by the General Counsel of Wells Fargo 8~ Company must obtain prior approval from the General Counsel or
the Corporate Secretary for all purchases and sales of securities issued by Wells Fargo & Company, including
transfers into or out of a Wells Fargo stock fund in an employee benefit plan, unless pursuant to a preapproved 10b5-
1 Plan. See the Derivative and Hedging Transactions in Securities Issued by Wells Fargo section below regarding the
general prohibition on engaging in derivative and hedging transactions in securities issued by Wells Fargo & Company.
Personal trading and investment
It is important that investments by team members for their personal accounts or accounts over which they have direct
or indirect control do not involve - or do not appear to involve -conflicts of interest. Team members must avoid or
disclose certain types of personal investments. For example, a team member may not:
Purchase or sell shares of a company, including Wells Fargo & Company, if he or she has material inside
information (see Insider Trading ).
Deal in a new issue of securities on terms that are in any way different from terms available to the general
public.
1. Investment in a Wells Fargo customer or vendor
A team member who directly or indirectly holds an investment in or an option to acquire an interest in securities (such
as stock, bonds, notes, debentures, interests in limited partnerships, or other equity or debt securities), or makes a
loan to, or guarantees an obligation of a customer or vendor may have a conflict of interest when representing Wells
Fargo with respect to the customer or vendor. For this reason, team members and any family member residing with
them must not invest in a customer or vendor of Wells Fargo unless they do not have material inside information about
the customer or vendor, and:
The team member has no involvement in the approval or the management of business transactions between
the customer or vendor and Wells Fargo.
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The securities of the customer or vendor are publicly traded on a national securities exchange and the team
' ' member does not participate in decisions involving credit or other business transactions with Wells Fargo that
may be significant to the customer or vendor.
The investment opportunity is sponsored by Wells Fargo as a part of a team member co-invest program that
has been approved by the Ethics Committee.
Under the following circumstances, you are required to obtain approval from your Code Administrator before you or a
family member who resides with you invests in any business entity with which Wells Fargo has a business relationship:
If the investment creates, or gives the appearance of creating, a conflict of interest because of size, value, or
other reason.
If the investment is arranged, sponsored or participated in by a customer or a director of Wells Fargo 8~
Company and is not made available generally to the public on substantially the same terms.
If you or a family member who resides with you own an investment or an option to acquire an interest in, have loaned
money to, or have guaranteed the obligations of an entity that later becomes a customer or vendor of Wells Fargo
and, in turn, that investment is brought under this rule, you must notify your Code Administrator as soon as practical
and act at his or her direction to prevent or resolve any conflict of interest.
2. Derivative and hedging transactions in securities issued by Wells Fargo
You may not invest or engage in derivative or hedging transactions involving securities issued by Wells Fargo 8~
Company, including but not limited to options contracts (other than employee stock options), warrants, puts, calls, short
sales, futures contracts, or other similar transactions regardless of whether you have material inside information.
Individuals employed in the brokerage, investment banking, investment research, advisory and trust or investment
management units of Wells Fargo and senior officers of Wells Fargo who make or supervise fiduciary investment
decisions are subject to additional requirements and restrictions.
Financial services
Although many of Wells Fargo's financial services are provided to team members at no cost or favorable rates, team
members are expected to properly manage the use of those services. Misuse of Wells Fargo services will result in the
same penalties or restrictions that apply to customers. For example, if you repeatedly issue checks for more than the
collected funds balance in your checking account, your checking account will be closed.
Wells Fargo prohibits improper transactions by team members, such as but not limited to kiting, writing worthless
personal checks, and conducting fraudulent or worthless electronic transactions (such as making false ATM deposits to
receive immediate cash). An example of kiting is floating funds between two or more different accounts to cover
withdrawals, or making transactions against funds that are not available.
Wells Fargo reserves the right to review all team member accounts at any Wells Fargo bank or any other subsidiaries
or affiliates for unusual activity, both regularly and during investigations.
Transactions with Wells Fargo
Wells Fargo maintains an extensive system of internal controls in order to provide reasonable assurance that assets
are safeguarded and all transactions are properly recorded.
1. Personal transactions
You must transact all personal financial business with Wells Fargo following the same procedures that are used by
customers and from the customer side of the window or desk, unless specific team member procedures apply or you
are a full service registered representative subject to the exception. described below. You are not allowed to handle or
approve your own transactions or transactions on accounts over which you have any ownership interest, control, or
signing authority. This includes transactions for a business if the team member owns that business. These
transactions must be handled by personnel other than the team member for whom the transaction is conducted. Any
team member found transacting personal business for both him or herself and Wells Fargo will be assumed to be in
violation of the Code and internal operating policy and procedures.
Monetary and nonmonetary transactions must be processed by another team member. This includes, but is not limited
to the following transactions:
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,Loans or any form of credit extension
Checks and withdrawals
Deposits
Changes of address
Increasing ATM card limits
Changing overdraft (OD) limit codes
If your transaction requires approval, the approval must come from the next higher level of authority. You may not
request approval of personal transactions by a coworker or by anyone you directly or indirectly supervise.
A team member who is a full service registered representative and whose job responsibilities authorize him or her to
recommend, solicit, and place orders to buy or sell securities is permitted under the Code to place orders for his or her
own brokerage account and the brokerage accounts of family members from whom the team member has written
authorization to place such orders and on whose accounts the team member is listed as the broker of record. Such
transactions are subject to all fees and commissions as provided in the applicable fee schedule. A business unit may,
in its discretion, limit or deny this authorization for a team member or group of team members to place orders in their
own brokerage accounts or brokerage accounts of family members.
2. Property purchase restriction
You may not directly or indirectly (including through family members) purchase real or personal property that has been
repossessed or foreclosed upon by Wells Fargo or is being marketed or sold at Wells Fargo's direction as servicer of a
loan. Wells Fargo operates under the trade name Premiere Asset Services (PAS) for managing the marketing and sale
of some of our foreclosed properties. Additionally, America's Servicing Company (ASC) is a trade name used by Wells
Fargo's servicing group and includes properties for which Wells Fargo has acquired the servicing rights from other
lenders. For real estate transactions, most of these properties are listed on pasreo.com, and you should check with
your agent to determine who the seller is or whether the agent works for PAS.
This property purchase restriction includes property where the sale is contingent upon Wells Fargo's approval as a
result of its servicing of a loan secured by the property. This means a team member may not purchase a property
where Wells Fargo is the servicer of a loan secured by that property and Wells Fargo is not receiving a full payoff,
which is often referred to as a "short sale."
3. Overdrafts, fees, service charges, and rate concessions
You may not approve overdrafts or reverse or waive fees or service charges for:
Your own accounts
Accounts in which you have an interest
Accounts of family members, other relatives, and close friends
Accounts of members of your household, including roommates and other unrelated individuals
Accounts of companies controlled by you, your family members, other relatives, and close friends
In addition, the decision to pay or waive charges for your own overdraft must not be made by any team member in a
position in which you could exert either purposeful or inadvertent pressure on that team member to pay an overdraft or
waive or reduce charges merely because of your job relationship.
The fact that a team member is a treasurer or officer of a corporation, municipality, county, political fund, nonprofit
corporation or escrow trustee fund does not warrant or justify rate concessions for personal borrowing or fee waivers
on other forms of business that are not available to similarly situated customers.
4. Account relationships
Without approval from your Code Administrator, you may not act as cotenant, cosign on a deposit account, or act as a
cotenant or deputy for a safe deposit renter, unless the account relationship belongs to:
A nonprofit organization of which you are an officer or director.
A family member or other person when it is clear that a personal or family relationship, and not the company's
business, is the basis for the cotenancy or cosignature.
Before approval will be considered, your supervisor (or another officer with higher authority) must privately contact the
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customer on whose account you will become a cotenant or cosigner. The customer must acknowledge, in writing, that
the arrangement is being made with his or her own free will and consent.
Borrowing, lending, and other credit transactions
Except for normal credit extended by merchants to cover purchases of goods or services, you must not borrow from
any customer or vendor of Wells Fargo, even at the customer's suggestion, unless the customer is a family member or
other relative or a recognized lending institution, and the terms are comparable to the terms the institution offers to
other borrowers.
You must not lend personal funds to, cosign, endorse, guarantee, or othervise assume responsibility for the
borrowings of any customer or vendor of Wells Fargo unless the customer or vendor is a family member, or other
relative, or close personal friend and the personal or family relations, and not the company's business, is the basis for
the transaction.
If a customer has funds to invest, you may not propose that the customer lend the funds to you or otherwise offer
investment advice unless authorized to do so.
A team member in a direct or indirect reporting relationship (the immediate supervisor or any manager who is above
the supervisor in the chain of reporting relationships, or who has significant influence over the team member even if in
a different business unit) must not lend money to or borrow money from another Wells Fargo team member in that
reporting relationship. You may make an occasional loan of nominal value (such as for lunch) to another team member
so long as no interest is charged.
Extensions of credit from almost all of the company's bank subsidiaries to executive officers, directors, their related
interests and other insiders as identified in Regulation O are subject to various restrictions, and may be required to be
approved by or reported to the lending bank's board of directors.
You may not accept or solicit for yourself any type of payment from a customer or other individual or entity for
obtaining or trying to obtain a loan from the bank.
You may not approve credit, purchases, or other agreements for Wells Fargo if you, a family member, or other relative
has a personal or financial interest in the individual or organization seeking credit or other agreements from Wells
Fargo.
Business expenses
Unless otherwise approved by the Audit and Examination Committee of the Board of Directors of Wells Fargo 8~
Company, you may not approve your own expenses or request approval of those expenses by anyone who reports
directly or indirectly to you. Approval of expenses must be obtained in accordance with the policies of your business
unit and from the next highest authority in your business unit.
Handling business opportunities
Corporate opportunities
You may not take advantage of opportunities that rightly belong to Wells Fargo. For example, you may not:
Take for yourself personally opportunities that .are discovered through the use of company property, information,
or position.
Divert business from Wells Fargo.
Personally receive a commission or fee for a transaction you have conducted for Wells Fargo other than
compensation, commissions, or incentives paid by Wells Fargo or paid or earned through a Wells Fargo
approved program.
Referrals
You may not refer a customer whose credit application was denied by Wells Fargo to a third-party credit source in
return for a commission, nor may you offer to advance credit to the customer on your own (for instance, offering to
provide a personally financed second mortgage). In this instance, team members should provide the customer with a
list of several reputable alternate credit sources, without indicating a preference, unless the team member's business
unit participates in a Wells Fargo-sponsored internal referral program.
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Advice to customers
W~ells'FaFgo's ability to offer many services is either prohibited or strictly limited by government regulation.
If you are asked to recommend professional services that are not provided through Wells Fargo's own referral sources,
for instance, if asked for advice about real estate agents or attorneys, you may provide a list of several qualifying
sources without indicating favoritism or making a specific recommendation.
Guidelines for activities outside the company
You are expected to devote full time to Wells Fargo's interests during regular working hours and during any additional
time that is required. While Wells Fargo recognizes that involvement in civic and political activities is beneficial to your
personal growth and influence within your community and profession, as well as to Wells Fargo, participation in outside
activities must not adversely affect your performance of your duties for Wells Fargo. Outside activities that compete
with Wells Fargo's business or present a conflict or potential conflict of interest are not permitted.
Participation in an outside business or other outside activity involves responsibilities and risks of which you need to be
aware and need to be willing to assume. Approval shall not imply that you are serving at the direction or request of
Wells Fargo.
1. Outside business and employment activities
With the exception of a sole proprietorship, family-owned small business, or ownership of less than a 10% interest in a
privately held business as described below, you may not accept a position as a director, trustee, officer, manager, or
general partner or own 10% or more of any outside business organized for profit without obtaining approval of a
member of the Operating Committee for your business group or the Ethics Committee. Service as a director means
serving as a member of a board of directors, board of managers or a board of trustees. It does not include serving on
an advisory board. If approval is granted, it will be contingent on the following factors:
You have no involvement on behalf of Wells Fargo in the approval or management of credit, purchases, or
other business transactions with the for-profit business.
It is at all times made clear that you are not serving at the direction or request of Wells Fargo.
You understand the challenges and risks of the outside position and are alert for actual or potential conflicts of
interest.
Approval to serve as a director of a publicly held corporation must be obtained from the Chief Executive Officer of
Wells Fargo & Company.
You may have other employment, act as a sole proprietor, be involved in a family-owned small business, or own less
than a 10% interest in a privately held business without prior approval as long as the outside employment or business
does not involve an activity or business that competes with Wells Fargo, cause an actual or potential conflict of
interest or otherwise negatively affect your duties and responsibilities to Wells Fargo. Any team member who desires to
accept competing or conflicting outside employment must request an exception to the Code.
Any approval of these outside business and employment activities as required by the Code must be in writing by the
member of the Operating Committee for your business group or the Ethics Committee. If you receive an approval to
participate in outside business or employment activities, your participation must be redisclosed and reapproved at any
time there is a change in relevant facts upon which the original approval was granted.
Team members with securities licenses and team members who are associated with abroker-dealer must comply with
outside activities reporting requirements. Additional policies and procedures may apply to such team members.
Competing or conflicting outside employment or business activities includes any position that:
Competes with a service or business provided by Wells Fargo, including but not limited to working for a:
Bank
Mortgage company
Savings and loan association
Credit union
Trust company
Insurance agency
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Broker/dealer
" Financial services company
Requires activities or services to be performed during regular Wells Fargo working hours (e.g., receiving phone
calls, preparing reports) or uses Wells Fargo equipment or supplies.
Involves information developed for or proprietary to Wells Fargo.
Includes providing services to the general public where the knowledge of the individual's employment with Wells
Fargo may influence customers.
Compensates you for serving as an "expert witness" in a legal proceeding.
Involves preparation, audit or certification of statements or documents Wells Fargo may rely on to make lending
or other decisions.
Is with a company that is a customer of Wells Fargo, if you have signing authority or some other level of control
or authority over any of the deposit or credit accounts maintained at Wells Fargo.
Some other outside employment or business activity, while generally discouraged, may be permitted under limited
circumstances with advance approval under the Code Administration section. Such employment or business may
include:
Employment or business involving the preparation of tax returns
Employment or business involving investment or legal advice
Activity as a real estate salesperson, broker, agent, or contractor, or
Any permissible outside business activity with a Wells Fargo team member with whom you have a close
business relationship at Wells Fargo, including:
Supervision
Processing, reviewing, or auditing of work
Frequent exchanges of information, advice, or services
2. Civic activities
Your participation in religious, community, professional, or charitable organizations is encouraged. Approval is not
required to participate in or accept appointment as a trustee, director or officer of a nonprofit organization unless there
is a lending relationship or some other potential conflict of interest between the organization and Wells Fargo.
Participation shall not imply that you are serving at the direction or request of Wells Fargo.
3. Political activities
You are encouraged to participate in political activities on your own time and in accordance with your individual desires
and political preferences. However, it must be clear at all times that your participation is done as an individual and not
as a representative of Wells Fargo. Before you become a candidate or appointee to a public office you must notify
your supervisor and your Code Administrator.
4. Fiduciary activities
You must not accept appointment as an executor, administrator, guardian, trustee, or any similar fiduciary capacity
unless the appointment is based on a family or obvious close personal relationship and it is clear that the relationship
not your position with Wells Fargo, is the basis for the appointment and the relationship did not arise out of the
business of Wells Fargo. Requests for exceptions to this policy must be approved in writing by a member of the
Operating Committee. Approval of an exception to this policy shall not imply that you are serving at the direction or
request of Wells Fargo.
Wills, trusts, and estates
You may witness or notarize a customer's will only if the customer's attorney is present. You may not knowingly be
named in and may not accept an inheritance under a will or other instrument from a customer, unless the customer is
a family member or other relative. Exceptions to this rule must be approved in writing by a member of the Operating
Committee.
Gifts: activities with customers, vendors, or referral sources
You and your family members must not accept gifts from or participate in activities with (including services, discounts,
entertainment, travel, or promotional materials) an actual or potential customer or vendor or from business or
professional people to whom you do or may refer business or who do or may refer business to Wells Fargo (referral
sources) unless the gift or activity was in accordance with accepted, lawful business practices and is of sufficiently
limited value that no possible inference can be drawn that the gift or activity could influence you in the performance of
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your duties for Wells Fargo. You must comply with applicable laws, rules and regulations which restrict giving or
accepting anything of value (see Dealings with Government Officials regarding U.S. Foreign Corrupt Practices Act)
and any additional policies maintained by applicable business units that may be more restrictive than the policies
outlined in the Code. Team members that are involved in providing any consumer real estate product or service must
take particular care to comply with all restrictions contained in the Real Estate Settlement Procedures Act (RESPA).
In addition, it is unlawful for you to corruptly seek or accept anything of value from any person intending to be
influenced or rewarded in connection with any business or transaction of Wells Fargo. This rule applies to all team
members, including but not limited to those involved in recommending or making decisions related to:
Pricing of products sold by the company
Extension of credit
Purchase of goods or services from outside vendors
1. Gifts
Money
Money (cash, check, money order, electronic funds, Visa or similar gift cards, or any type of gift that can be
exchanged for or deposited as cash) must never be accepted or given.
Giving gifts
Team members who wish to give gifts to customers, vendors, or referral sources or who are asked to authorize such
gifts must follow standard expense authorization procedures.
Gifts valued at more than $200 to a current or potential customer, vendor or referral source within any calendar year
must be approved, in writing, by your Code Administrator.
Gifts of tickets to sporting or other entertainment events to current or potential customers, vendors or referral sources
and their guests with an aggregate value of more than $300 per customer or vendor per year must be approved, in
writing, by your Code Administrator.
Team members who wish to give personal gifts to other team members must follow the general guideline that the gift
be made in accordance with accepted business practices and is of sufficiently limited value that the gift could not
influence the giver or the receiver in the performance of their duties for Wells Fargo, nor create actual or perceived
pressure to reciprocate.
Accepting gifts
Unless approved, in writing, by your Code Administrator, you may not accept gifts, gift cards, or gift certificates worth
more than $200 from a current or potential customer, vendor, or their agent within any calendar year. However, the
following items are not subject to the $200 limit:
Gifts based on obvious family or personal relationships when it is clear that the relationship, and not the
company's business, is the basis for the gift.
Discounts or rebates on merchandise or services from an actual or potential customer or vendor if they are
comparable to and do not exceed the discount or rebate generally given by the customer or vendor to others.
Awards from civic, charitable, educational, or religious organizations for recognition of service and
accomplishment.
Gifts of tickets to sporting or other entertainment events, provided the aggregate value to you and your guests is
not more than $300 per customer or vendor per year, unless approved in writing by your Code Administrator.
2. Activities with customers or vendors
Accepting hospitality from customers, vendors, or referral sources
Activities with existing or potential customers, vendors, or referral sources that are paid for by them (including meals,
winning door prizes, sporting events, and other entertainment, as well as trips to customer, vendor, or referral source
sites, exhibits, and other activities) may be accepted only if the activity is a customary, accepted, and lawful business
practice and is of sufficiently limited value that no possible inference can be drawn that participating in the activity
could influence you in the performance of your duties for Wells Fargo.
If you have any doubt about the propriety of participating in an activity offered by a customer, vendor, or referral
Page 93 of 124
source, you should consult with your supervisor before accepting the offer. If the activity includes travel paid for by a
customer, vendor, or referral source, you must obtain management approval before accepting the trip.
Providing hospitality to customers, vendors, or referral sources
You must not provide hospitality or entertainment to current or prospective customers, vendors, or referral sources
unless it is for a valid business purpose and is reasonable, lawful, and appropriate. Appropriate hospitality or
entertainment may be provided to customers, vendors, or referral sources only by authorized team members, subject to
reporting and business expense reimbursement policies applicable to your business group or business unit. You are
responsible for knowing and complying with any additional policies governing business development and entertainment
activities maintained by your business unit.
3. Dealings with government officials
Team members must comply with U.S. law, including the U.S. Foreign Corrupt Practices Act, and the laws of foreign
countries when dealing with domestic and foreign government officials. Under no circumstances may you pay or offer
anything of value, directly or indirectly, to a government official, including foreign officials, political parties and party
officials and candidates for the purpose of improperly influencing an official act or decision, securing an improper
advantage, or assisting in obtaining or retaining business or directing business to anyone. to countries in which there
is government involvement in business enterprises, such officials may include employees and managers of local
enterprises.
Published 01/14!2011
Code Administration
Applicability
The provisions of this Code of Ethics and Business Conduct apply to all team members, including executive officers
and senior financial officers, of Wells Fargo 8~ Company and its subsidiaries regardless of whether the team member is
classified as regular, part-time, or flexible. For purposes of this Code, Wells Fargo & Company's subsidiaries generally
include each entity in which Wells Fargo & Company directly or indirectly owns more than 50% of the voting interests
or has the ability to control its policies.
Team member responsibilities
As a Wells Fargo team member, you have the following obligations under the Responsibilities Code:
To read and comply with the Code.
To participate in Code training upon hire and annual Code certification.
To ensure that any required disclosures are made and approvals or exceptions are obtained through the
process outlined in this section.
To report conflicts of interest or violations of the Code to your Code Administrator or by contacting the
EthicsLine (see EthicsLine).
To help ensure that Wells Fargo complies with all applicable laws, rules, and regulations.
To report illegal or unethical activities in the workplace by contacting the EthicsLine so that the issue can be
addressed promptly. (The EthicsLine is confidential and your call or web report will remain anonymous if you
desire.)
Upon Wells Fargo's request, to confirm in writing that you have received and read a copy of the Code and that
you are in compliance with its provisions.
You will be assigned a Code Administrator. Any discussions between you and a Code Administrator about possible
violation of the Code will be treated as confidential to the extent permitted by law. No retaliation may be taken against
a team member as a result of a good faith report of a possible Code violation by others.
If you violate any provision of the Code or fail to cooperate fully with any inquiries or investigations, you will
be subject to corrective action, which may include termination of your employment.
Manager and senior leader responsibilities
As a Wells Fargo manager or senior leader, you are additionally accountable for the following:
To be thoroughly familiar with the requirements of and the procedures established by the Code and exemplify
Page 94 of 124
the highest standards of ethical behavior.
' ~ Td ensure that team members understand that business results are never more important than ethical conduct
and compliance with applicable law and Wells Fargo's policies.
To ingrain the principles of the Code and compliance with applicable laws, regulations, and Wells Fargo's
policies into your business unit's practices.
To create a culture where team members feel comfortable asking questions and raising ethical concerns without
fear of retaliation.
To contact your manager or Code Administrator, Human Resources, or Employee Relations when you have
questions or need assistance with interpretation or application of the Code.
Code Administration responsibilities
1. Oversight
The members of the Ethics Committee are appointed by the Responsibilities Chief Executive Officer of Wells Fargo &
Company. The Ethics Committee is responsible for the content of the Code and overseeing the policy and
interpretation of the Code.
2. Code Administrator assignments
Each member of the Operating Committee is responsible for Code administration for all team members in the
business groups reporting to him or her. Operating Committee members should delegate ongoing Code administration
to their direct report managers. Business group managers reporting to the Operating Committee may delegate Code
administration responsibility two or three reporting levels beneath them in their reporting chain, provided that the
appointed Code Administrator has a broad perspective of the business, awareness of the ethics-related issues typical
to the business unit, and is able to exercise independent judgment when faced with an ethics question or a request for
approval under the Code. Further delegation of administration responsibilities by designated Code Administrators may
be done only with the written approval of the Operating Committee member. A copy of the Code Administrator
assignments will be kept on file by each member of the Operating Committee and will be centrally maintained by
Corporate Human Resources.
3. Code training
New team members must participate in an online Code training course or, if applicable, in Code orientation using an
approved alternative delivery method at the time of hire or as soon as possible thereafter. Team members of newly
acquired businesses must participate in Code orientation within 90 days after the acquisition, unless a date specific
extension is approved by a member of the Operating Committee.
Code certification: Annually, each team member must complete a Code certification by participating in an
online course or, if applicable, in Code certification using an approved alternative delivery method.
Operating responsibilities: Each business group is responsible for ensuring completion of Code orientation
and annual Code certification. In additional, management should augment the online training with discussions in
their work teams or through periodic communication reminders to clarify the applicability of the provisions of the
Code in the context of their business specific risk environment.
4. Code Administrator duties
Annual certification: Annually, each member of the Operating Committee must send a letter to the Code
Administrators reporting directly or indirectly to him or her outlining their responsibilities to ensure the Code
administration process is in place and functioning on an ongoing basis.
Review and act on disclosures and requests for approval: See Disclosures and Requests for Approval.
Respond to questions and other matters related to fhe Code: Code Administrators should maintain files
(whether electronic or paper) documenting consultations and inquiries about Code issues to help ensure
consistency in how matters are addressed for the business group.
Recordkeeping: All disclosures, requests for approval or consent, requests for exceptions, and other Code
documentation must be retained in the Official Personnel File of the team member.
Resources: In any situation where the applicability of the Code is unclear, Code Administrators should seek
partnership as needed with higher level Code Administrator(s), Human Resources, Employee Relations, the
Law Department, and/or their business group Compliance and Operational Risk Manager to ensure consistent
interpretation and application of the Code.
Page 95 of 124
Process for disclosures, approvals, and exceptions
1lDPs'cldsures and requests for approval
If a provision of the Code requires that a team member make a disclosure or request for approval or consent, the
team member must set forth in writing all relevant facts and submit the disclosure or request to his or her Code
Administrator. On each disclosure or request submitted, the Code Administrator must note his or her approval or
disapproval of the activities disclosed, any comments or reasons, and the date filed. A copy of each disclosure or
request, noting the approval or disapproval by the Code Administrator, shall be returned to the team member and a
copy, with the team member's Employee ID included, forwarded to Employee Records for placement in the team
member's official personnel file.
Approvals under the Code for members of the Operating Committee must be obtained from the Chief Executive
Officer of Wells Fargo & Company. Approvals under the Code for the Chief Executive Officer of Wells Fargo &
Company must be approved by the Chair of the Audit and Examination Committee of the Board of Directors of Wells
Fargo & Company.
Once a disclosure or request is approved, if any relevant facts change, the team member must immediately provide
the Code Administrator with a written amendment to the disclosure or request for approval or consent.
2. Exceptions
Unless otherwise indicated in the Code, exceptions to the Code can be approved only by the member of the
Operating Committee for the business group or by the Ethics Committee.
If, for compelling reasons, a team member believes an exception to a provision of the Code for a specific situation is
warranted, the team member must submit a request for exception to his or her Code Administrator with a copy to the
member of the Operating Committee for the business group. The request for exception must set forth all relevant
facts. The Code Administrator will review all of the facts and forward a proposed recommendation in writing to the
Operating Committee member. The team member and his or her Code Administrator will be notified in writing of the
decision of the Operating Committee member.
Once an exception is approved, if any relevant facts change, the team member must immediately provide the Code
Administrator with a written amendment to the exception request.
3. Ethics Committee review
If a disclosure, request for approval, or exception request arises that is not discussed in the Code, or if application of
the rule to a set of circumstances is unclear or has broad policy implications, the Code Administrator or member of the
Operating Committee who initially received the request or disclosure may forward the documentation to the Corporate
Secretary, c/o of Wells Fargo Law Department, for referral to and resolution by the Ethics Committee. The Corporate
Secretary or the Ethics Committee will notify the Code Administrator and the Operating Committee member of the
Committee's decision. A copy of each disclosure or request, noting the approval or disapproval by the Ethics
Committee, must be returned to the team member and a copy, with the team member's Employee ID included,
forwarded to Employee Records for placement in the team member's Official Personnel File.
4. Executive Officer exceptions
Exceptions to the Code for the Chief Executive Officer and other executive officers of Wells Fargo & Company must
be approved by the Audit and Examination Committee of the Board of Directors of Wells Fargo & Company and, if
approved, will be promptly disclosed to Wells Fargo stockholders in accordance with legal and regulatory requirements.
Recordkeeping
Code Administrators are responsible for all Code-related recordkeeping. All disclosures, requests for approval or
consent, requests for exceptions, and other Code documentation must be retained in the Official Personnel File of the
team member.
Compliance
Wells Fargo Audit & Security is responsible for evaluating compliance with the administration procedures of the Code
on an ongoing basis as part of regularly scheduled audits. The Chief Auditor reports the results of administrative
compliance reviews to the Audit and Examination Committee of the Wells Fargo & Company Board of Directors.
Published 01/14/2011
Page 96 of 124
Information classified as "confidential" refers to sensitive company and consumer data that have a medium to high risk
ledel`. ' Access is limited to groups with a business need to know, as required to perform a particular business function
or activity. Unauthorized disclosure or destruction of confidential information may have a negative impact on
consumers, Wells Fargo, and its customers or team members or result in regulatory, reputational, or financial
consequences.
confirmation letter
A document that acknowledges a verbal offer and acceptance by the applicant. Also see offer letter.
consumer
An individual about whom Wells Fargo has obtained information for any purpose, including marketing its services,
evaluating an application for employment, or for other purposes. A consumer is not necessarily a customer or team
member of Wells Fargo at the time his or her information is obtained. Not all consumers enter into a relationship with
Wells Fargo.
corporate hire date
A new team member's first actual workday; the service date applicable for benefits such as PTO, the Short-Term
Disability Plan, salary continuation, and service recognition. This date generally reflects prior service from acquisitions
made by Wells Fargo. Specifically in relation to the Wells Fargo-Norwest merger, for team members from premerger
Wells Fargo, the corporate hire date has been defined as what used to be called the:
Adjusted service date, if the person was hired or rehired before 1997, or
Current hire date, if hired or rehired January 1, 1997, or later.
corrective action
A specific action, determined by management, to address a performance concern or policy violation by a team
member.
cost center
See business group.
current hire date
See corporate hire date.
Published 09/15!2010
discipline
A form of corrective action
distribution
The dissemination of information by print, voice, or electronic means.
domestic partnership
A team member and one other person of the same or opposite sex who share a single, dedicated relationship and who
can provide a certificate of domestic partnership from a city, county, or state (or, if they live in an area where such a
certificate is not available, who share a relationship that meets the criteria outlined for domestic partner benefits
offered by Wells Fargo).
double custody (also see dual control)
Requirement that two or more persons be present to process one transaction. Double custody also exists when items
or documents reside under the control of at least two persons, both of whom are required to gain access to the items
or documents through the use of keys or combinations.
dual control (also see double custody)
When transactions are required to be processed by two or more persons within the same area.
Published 01/01!2010
Page 112 of 124
job seeker (also "candidate")
AAy pbrsbn who expresses interest in a currently open position via telephone, the Internet (Online Recruiting), or
related electronic data technologies or submits a resume.
Published 09/15!2010
K-O
kiosk
A small, free-standing structure with open sides used to post or distribute information or allow access to information,
computer systems, products, or services.
Published 01!01/2010
leave of absence
Time away from work (with or without pay) as permitted by Wells Fargo for reasons including but not limited to a
medically certified health condition, family care, personal needs, or military duty.
life-threatening illness
Any medical condition that is potentially fatal, as determined by a health care professional.
line Human Resources
The local or assigned HR unit responsible for delivery of the HR services to a given region or line of business.
Published 01/01/2010
MAC
Mail address code; the internal Wells Fargo address for delivering interoffice mail and reports.
manager
As used throughout this book, a term that includes supervisors and managers and other various levels of management
with the authority to hire, assign, promote, evaluate, and reward or discipline other team members; grant salary
increases; resolve disputes; terminate another team member's employment; authorize expenditures; or effectively
recommend any of these actions.
manager file
A file for each team member containing documents that reflect that team member's employment history. The
manager's file should contain the following types of documents:
Performance planning (originals)
Performance reviews (copies; originals are sent to the official personnel file (OPF))
Documentation of performance accomplishments or concerns for the current performance management cycle
Formal corrective action documentation (copies; originals are sent to the OPF)
Informal warriings (originals; do not send these to the OPF unless forwarding the entire manager's file at time of
termination)
mandatory compliance posting
Information pertaining to federal or state employment-related laws that is explicitly required to be placed in an area
visible to all employees. For example:
Equal Employment Opportunity (EEO)
Americans with Disabilities Act (ADA)
OSHA
Fair Labor Standards Act (ELBA)
Workers' Compensation (WC) information
meal period
Unpaid time off, ranging from 30 to 60 minutes, scheduled by the manager as appropriate (or legally required) at or
near the middle of the shift.
Page 117 of 124
rr~ri~ ~narease
An increase in base salary based on performance.
minor
Person under 18 years of age.
mobile computing device
A form of electronic device that includes both portable and handhelds (laptop, PDA, smartphone) with removable or
fixed writable memory (memory card or stick, CD, external hard drive, USB flash drive) used to perform work functions
and to store and transport information.
modified work schedule
A schedule in which the length and number of workdays are predetermined and constant but may be less than five
days per week or longer than eight hours per day (for example, aten-hour day for four days each week).
Multimedia Messaging Service (MMS)
A telecommunications standard for sending messages that include multimedia objects (images, audio, video, rich text).
MMS, an extension of the SMS standard, allows longer message lengths and uses Wireless Application Protocol
(WAP) to display content.
Published 09/15/2010
new hire
A team member who is hired from outside of Wells Fargo & Company and all related Wells Fargo companies.
nonexempt team members
Individuals who are covered by certain provisions of the Fair Labor Standards Act (ELBA) and, in some cases,
applicable state regulations.
Published 01/01/2010
offer letter
A document sent to extend terms of employment or to confirm an oral offer of employment that the applicant has yet to
accept. Also see confirmation letter.
official personnel file (OPFj
The official data reflecting a team member's employment, which generally contains documents that the team member
has signed. This includes such items as:
Employment application
Handbook acknowledgment
Resumes
Offer letter
Tax withholding forms
Performance reviews
Attendance records
System and policy acknowledgements
License documentation
Formal counseling documents (including formal warnings and their follow up improvement memos, or final
notices)
Documents relating to the termination of employment
overtime hours
Any hours (excluding PTO, holiday or disability) worked in excess of 40 hours in a standard workweek (specific states
may also have other overtime rules and calculations).
Published 01/01/2010
Page 118 of 124
~ >~ ~ •
May i6, 2ou
Darrell Diodato
1838 Red Spruce Lane
Mechanicsburg, PA i~o5o
Dear Darrell:
On May i6, 2oii, you were terminated from your position with Wells Fargo Insurance Services USA, Inc. To
the extent you work for an organization that is a competitor of WFIS, please keep in mind that will place you in
direct competition with WFIS. While WFIS acknowledges your right to engage in lawful competition, we will
be monitoring this situation very carefully to protect WFIS's rights and legitimate business interests.
We remind you again that all information concerning clients or potential clients of WFIS, including contact
information, such as their names, addresses, a-mail addresses, telephone numbers, etc. and personal and
financial information, insurance needs and histories including coverage expirations dates of any account,
customer, client, prospect or referral obtainf~d by you while employed by WFIS is confidential and proprietary
information of WFIS and, like all other such confidential and proprietary information, may not be revealed or
disclosed to anyone, including your new employer, or used by you in your new position. You must not remove
or destroy any files, copies of files or "working files", or any other documents. You must return all confidential
information maintained by you in your office and/or at home, together with any personal electronic devices in
your possession. Your obligation to protect the confidential nature of such information continues even though
your employment relationship with WFIS hz~s ended. Moreover, thisanformation does not become any less
confidential or proprietary because you may have committed some o~ it to memory or because you otherwise
maintained this information outside of WFIS's offices.
Your use of such client information, whethec~ or not maintained on a WFIS document or record, would violate
that client's right to financial privacy, your fiduciary duty to WFIS, and your express agreement to maintain
the confidential nature of such information. Moreover, such conduct would violate statutory and common law
prohibiting the misappropriation of trade se~~rets.
I am also enclosing the Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation and
Assignment of Inventions that you signed on December i~, 2009. In the Agreement, you acknowledged and
agreed that all information concerning customers or potential customers of WFIS, including contact
information, such as their names, addresses, a-mail addresses, telephone numbers, etc. and personal and
financial information, insurance needs an,~ histories including coverage expiration dates of any account,
customer, client, prospect or referral obtained by you while employed by WFIS is confidential and proprietary
information of WFIS and,-like all other such confidential and proprietary information, may not be revealed or
disclosed to anyone. You also agreed that for a period of two years following your separation from WFIS, you
will not either directly or indirectly solicit WFIS team members or customers.
This letter is not meant to suggest that you plan to engage in improper solicitations now or in the future. The
purpose of this letter is to avoid any confusion or misunderstandings before they happen. If you have any
concerns about any possible activities which you might undertake which you believe might violate your
obligation to WFIS, please feel free to contact me to discuss them. I do want to make sure you understand,
however, that if subsequent to this letter information should come to my attention indicating that you have
targeted for sales activities current WFIS customers or customer prospects, or solicited WFIS team members,
WFIS will pursue, vigorously and aggressive]y, all legal remedies we believe necessary or appropriate.
Sincerely yours,
mes Voltz
Insurance $rokerage Manager
D
~.~~ ~ ~.
CERTIFICATE OF SERVICE
I, FRANK P. CLARK, do hereby certify that I served a true and correct
copy of the foregoing upon the following below-named persons, today, November 9,
2012:
SERVED VIA REGULAR U.S. MAIL UPON:
Wells Fargo Insurance Services USA, Inc.
214 Senate Avenue,
Camp Hill, PA 17011
Frank P. Clark
Attorney I.D. No. 35443
20 Erford Road, Ste. 300A
P.O. Box 1254
Camp Hill, PA 17001-1254
(717) 731-8600
(717) 731-4764 (fax)
Attorney for Plaintiff