Exhibit 10.5
H.B. FULLER
COMPANY
AMENDMENT TO PERFORMANCE
UNIT
AWARD AGREEMENT (FY 2004 –
FY 2006)
THIS AMENDMENT
(this “Amendment”),
dated as of January 1, 2005, is entered into between H.B.
Fuller Company, a Minnesota corporation (the
“Company”), and
(“Participant”).
WHEREAS, the Company and Participant have entered into
that certain H.B. Fuller Company Performance Unit Award Agreement
(FY 2004 – FY 2006), dated as of
, 200 (the “Award Agreement”);
and
WHEREAS, the Company and Participant wish to amend the
Award Agreement to exempt it from the requirements of
Section 409A of the Internal Revenue Code.
NOW, THEREFORE,
in consideration of the premises
and for other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The first sentence of
Section 4.1 (“Payment Procedure”) is amended to
read as follows:
“Subject to the terms and
conditions set forth in the Plan and this Award Agreement, and
except as set forth in Sections 4.2 and 5.1 of this Award
Agreement, the Performance Units shall be paid within two and
one-half (2 1 / 2
) months following
the end of the calendar year in which the Performance Period ends,
and only upon certification by the Committee that the Threshold
Performance Objective, Target Performance Objective or,
alternatively, the Superior Performance Objective has been
achieved.”
2. Section 4.2 is amended in
its entirety, to read as follows:
“ Section 4.2. Forfeiture
Prior to Payment . Except as specifically provided in this
Award Agreement, all Performance Units credited to the Participant
for the Performance Period under this Award Agreement shall be
forfeited upon the Participant’s termination of employment
with the Company or its Affiliates prior to completion of such
Performance Period.”
3. Section 5 is amended in its
entirety, to read as follows:
“Section 5. Special
Provisions.
Section 5.1. Change in
Control . Notwithstanding
any other provision of the Plan or this Award Agreement to the
contrary, the Performance Units shall be paid to the Participant
within 10 days after the occurrence of a Change in Control as if
the Super
