Exhibit 10.3
H.B. FULLER
COMPANY
AMENDMENT TO PERFORMANCE UNIT
PLAN
AWARD AGREEMENT (FY 2003 –
FY 2005)
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 Plan Award
Agreement (FY 2003 – FY 2005), dated as of
, 200 (the “Award Agreement”);
and
WHEREAS, the Company and Participant wish to amend the
Award Agreement to bring it into compliance with 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 a reasonable
time following the end of the calendar year in which the
Performance Period ends (but no sooner than the date on which the
Company’s financial results are publicly available for the
last fiscal year of the Performance Period, and no later than the
last day of the calendar year following the calendar year in which
the Performance Period ends) and only upon certification by the
Committee that the 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
Provis
