CHANGE IN CONTROL AGREEMENT

Exhibit 10.14

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”), made as of the      day of                      , 200  , between H.B. Fuller Company, a Minnesota corporation (“H.B. Fuller”) and its Subsidiaries (individually and collectively the “Company”), and                      (the “Executive”).

WITNESSETH:

WHEREAS, the Company considers the recruitment and maintenance of sound and vital management to be essential to protecting and enhancing its best interests and those of its shareholders; and

WHEREAS, the Company recognizes that the potential for a change in control may make it difficult to hire and retain strong management personnel; and

WHEREAS, the Company recognizes that the possibility of a change in control of H.B. Fuller may exist and that, in the event negotiations are commenced to bring about such a change in control, uncertainty and questions may arise among management that could result in the distraction or departure of management personnel to the detriment of the Company and the shareholders; and

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the Executive’s continued attention and dedication as an executive officer to his or her assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of H.B. Fuller;

NOW THEREFORE, the Company and the Executive agree as follows:

The following words and terms used in this Agreement shall have the following meanings:

1.1 “Accounting Firm” has the meaning given that term in Section 4.2.

1.2 “Change in Control” means:

a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

The Company shall notify the Executive promptly of the occurrence of a Change in Control.

“Cause” means any act by the Executive that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Executive.

“Code” means the Internal Revenue Code of 1986, as amended.

1.5 “Date of Termination” means the date the Executive’s employment is terminated under this Agreement whether by the Company or by the Executive.

1.6 “Disability” means leaving active employment and qualifying for and receiving disability benefits under the Company’s long-term disability programs as in effect from time to time.

1.7 “Effective Date” means the first date after the date of this Agreement on which a Change in Control occurs.

“Employment Agreement” means an employment agreement, if any, between the Company and the Executive.

“Excise Tax” has the meaning given the term in Section 4.1.

1.10 “Good Reason” means:

(a) a material change in the Executive’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all senior executives of the Company); or

(b) a significant diminution in the Executive’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Executive reports, in and of itself, would not constitute diminution; or

a change of the Executive’s principal work location of 50 or more miles from that immediately prior to the Change in Control.

The Executive shall not be deemed to have terminated employment for Good Reason unless the termination occurs within 180 days after the Executive is notified by the Company of the event constituting Good Reason or, if later, within 180 days after the occurrence of such event.

1.11 “Gross-Up Payment” has the meaning given that term in Section 4.1.

“Payment” has the meaning given that term in Section 4.1.

1.13 “Protected Period” means the 24-month period immediately following each and every Change in Control.

1.14 “Termination Benefits” means those benefits described in Section 2 of the Agreement.

“Subsidiaries” means any and all companies at least fifty percent (50%) owned, directly or indirectly, by H.B. Fuller.

1.16 “Underpayment” has the meaning given that term in Section 4.2.

2.1 General . If, during the Protected Period following each Change in Control, the Executive’s employment is terminated either (i) by the Company (other than for Cause or Disability), or (ii) by the Executive for Good Reason, then the Executive (or his estate or personal representative), shall be entitled to the Termination Benefits provided in this Section 2.

Base Salary and Bonus Through Date of Termination . The Company shall promptly pay the Executive his or her full base salary through the Date of Termination at the rate in effect at the time notice of termination is given. In addition, the Company shall promptly pay the amount of any bonus or incentive for the year in which the Date of Termination occurs (based on the target bonus for the Executive for the year) prorated to the Date of Termination (without application of any denial provisions based on unsatisfactory personal performance or any other reason).

Severance Payment . The Company shall pay the Executive a severance payment equal to three times the sum of: (a) the Executive’s highest base salary, on an annualized basis, established by the Company during the period commencing three months prior to the occurrence of the Change in Control and ending on the date of the Executive’s termination of employment plus (b) the Executive’s target Annual Incentive Compensation established by the Company and in effect immediately prior to the Change in Control. The severance payment shall be made in a lump-sum within ten days of the Date of Termination.

Medical and Dental Coverage . The Executive shall be entitled to continued coverage under any medical or dental plan (but not under other Company benefit plans) maintained by the Company in which the Executive was participating at the time of the Executive’s termination of employment, for a period of three years following the Executive’s termination of employment. Rules comparable to those governing the provision of continuation coverage under Section 602 of ERISA shall apply to the coverage provided under this Section 2.4, except that:

the coverage may not be discontinued prior to the expiration of the period specified in this Section 2.4, except for the Executive’s failure to make a required contribution;

the contributions required of the Executive for such coverage may not exceed the contributions required for the same coverage from a similarly situated active employee; and

if the Company discontinues the plan or plans in which the Executive was participating prior to the expiration of such three year period, the Company shall substitute equivalent coverage under one or more other plans or, if there are no other plans, under one or more individual insurance policies.

It is the intent of the Company that neither the coverage provided pursuant to this Section 2.4, nor the benefits received as a result of such coverage, shall be subject to U.S. income taxation to the Executive. Accordingly, if the Company determines that the coverage to be provided under this Section 2.4 would cause a self-insured plan maintained by the Company to be in violation of the nondiscrimination requirements of Section 105(h) of the Code, it shall substitute insured coverage providing equivalent benefits, at no greater cost to the Executive, to the extent necessary to avoid such discrimination.

2.5 Outplacement Services . The Company shall pay for any outplacement services provided to the Executive; provided, that the total amount paid for such services shall not exceed $25,000. The Company shall pay (or, at its option, reimburse the Executive) for such services within ten days after its receipt of a statement from the service provider.

2.6 Termination Which Does Not Require Payment Of Termination Benefits . No Termination Benefits need to be provided by the Company to the Executive under this Section 2 if the Executive’s employment is terminated:

by either the Executive or the Company for any reason at any time other than during the Protected Period following each Change in Control.

The Executive’s benefits provided in Section 2 shall be in consideration of the Executive’s past service and the Executive’s continued service from the date of this Agreement. The Executive shall not be required to mitigate the amount of any Termination Benefits provided under Section 2 by seeking other employment or otherwise.

4.1 Anything in this Agreement to the contrary notwithstandi