Exhibit 10.2
This document constitutes part of a prospectus
covering securities that have been registered under the Securities
Act of 1933.
3M COMPANY
3M 2008 LONG-TERM INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
[PARTICIPANT NAME]
1. Grant of Option . This Agreement
confirms that on [GRANT DATE] (the “Grant Date”), 3M
Company (the “Company”) granted you a Nonqualified
Stock Option (the “Option”) to purchase [NUMBER OF
SHARES GRANTED] shares of Common Stock of the Company at the
exercise price of [GRANT PRICE] per share (the “Exercise
Price”), subject to the terms and conditions of this
Agreement and the 2008 Long-Term Incentive Plan (the “2008
Plan”).
2. Definitions . Capitalized terms used
and not defined herein shall have the same meaning as in the 2008
Plan.
3. Vesting and Term of Option . Your
Option will vest over three years. This means that you may
exercise the first one-third of the shares subject to this Option
on the first anniversary of the Grant Date, the second one-third of
these shares on the second anniversary of the Grant Date, and the
remaining one-third of these shares on the third anniversary of the
Grant Date, assuming continued employment. However, you will
be required to accept this Option as well as this Agreement before
being permitted to exercise the Option. This Option will
expire on and may not be exercised after the earlier of [TENTH
ANNIVERSARY OF GRANT DATE] or the 90 th day following
the end of your 3M employment, except in cases of Retirement,
death, disability or Disqualifying Termination.
4. Nature of
Grant . In accepting the grant of this Option,
you acknowledge that:
