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Exhibit
10.1
H.B. FULLER
COMPANY
NON-QUALIFIED STOCK OPTION
AGREEMENT
(Under the Amended and
Restated Year 2000 Stock Incentive Plan)
THIS AGREEMENT, dated as of
is entered into between H.B. Fuller Company, a Minnesota
corporation (the “Company”), and
, an officer or other employee of the Company or an Affiliate of
the Company (“Participant”).
The Company, pursuant to the
Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive
Plan (the “Plan”), wishes to grant stock options for
the purchase of Common Stock, par value $1.00 per share, of the
Company (“Common Stock”), to Participant on the terms
and conditions contained in this Agreement and the Plan.
Capitalized terms used herein
and not otherwise defined shall have the meaning given such terms
in the Plan.
Accordingly, in consideration
of the premises and agreements set forth herein, the parties hereto
hereby agree as follows:
The Company, effective as of
the date of this Agreement, hereby grants to Participant, as a
matter of separate agreement and not in lieu of salary or other
compensation for services rendered, the right and option (the
“Option”) to purchase all or any part of an aggregate
of
shares of Common Stock (the “Shares”) at the price of $
per share on the terms and conditions set forth in this Agreement.
The Option is not intended to be an incentive stock option within
the meaning of the Internal Revenue Code of 1986, as
amended.
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2. |
Vesting and Term of Option . |
(a) The Option may not be
exercised prior to
. Commencing on December
, the Option may be exercised by Participant prior to its
termination in cumulative annual installments as
follows:
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Date
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Percentage of Shares as
to
which
Option is Exercisable
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25% |
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50% |
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75% |
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100% |
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The Option shall in all events terminate
on
or such earlier date as prescribed herein.
(b) Notwithstanding the
vesting provision contained in Section 2(a) above, but subject
to the other terms and conditions set forth herein, the Option may
be exercised, in whole or in part, at any time, or from time to
time, following the occurrence of a Change in Control of the
Company.
(c) For the purposes of this
Agreement, a “Change in Control” shall be deemed to
have occurred upon any of the following events:
(i) a public announcement
(which, for purposes hereof, shall include, without limitation, a
report filed pursuant to Section 13(d) of the Exchange Act)
that any individual, corporation, partnership, association, trust
or other entity becomes the beneficial owner (as defined in Rule
13(d)(3) promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 15% or more
of the Voting Power of the Company then outstanding;
(ii) the individuals who, as
of the date of this Agreement, are members of the Board of
Directors of the Company (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board
(provided, however, that if the election or nomination for election
by the Company’s shareholders of any new director was
approved by a vote of at least a majority of the Incumbent Board,
such new director shall be considered to be a member of the
Incumbent Board);
(iii) the approval of the
shareholders of the Company, and consummation, of (A) any
consolidation, merger or statutory share exchange of the Company
with any person in which the surviving entity would not have as its
directors at least 60% of the Incumbent Board and as a result of
which those persons who were shareholders of the Company
immediately prior to such transaction would not hold, immediately
after such transaction, at least 60% of the Voting Power of the
Company then outstanding or the combined voting power of the
surviving entity’s then outstanding voting securities;
(B) any sale, lease, exchange or other transfer in one
transaction or series of related transactions substantially all of
the assets of the Company; or (C) the adoption of any plan or
proposal for the complete or partial liquidation or dissolution of
the Company; or
(iv) 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.
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For purposes of this Section 2(c),
“Voting Power” when used with reference to the Company
shall mean the voting power of all classes and series of capital
stock of the Company now or hereafter authorized.
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3. |
Effect of Termination of Employment . |
The Option shall terminate
and may no longer be exercised if Participant ceases to be employed
by the Company or an Affiliate of the Company, except
that:
(a) If the Participant
voluntarily terminates Participant’s employment or if the
Company or an Affiliate of the Company terminates
Participant’s employment for any reason other than gross and
willful misconduct, disability, retirement or death, Participant
may exercise the Option at any time within ninety (90) days
after such termination of employment to the extent that the Option
was exercisable by Participant on the date of such termination, but
not after the expiration of the term of the Option.
(b) If the Company or an
Affiliate of the Company terminates Participant’s employment
by reason of gross and willful misconduct during the course of
employment, including, but not limited to, wrongful appropriation
of funds or the commission of a gross misdemeanor or felony, the
Option shall be terminated as of the date of the
misconduct.
(c) If Participant’s
employment is terminated by reason of disability or retirement, the
restrictions on Participant’s ability to exercise any
percentage of the Option as set forth in Section 2(a),
shall
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