H.B. FULLER COMPANY PERFORMANCE UNIT PLAN AWARD AGREEMENT (FY 2004 ? FY 2006)

Exhibit 10.4

H.B. FULLER COMPANY

PERFORMANCE UNIT PLAN

AWARD AGREEMENT

(FY 2004 – FY 2006)

This Agreement, dated as of December 3, 2003 is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”) and                      , (the “Participant”).

The Company, pursuant to the H.B. Fuller Company Annual and Long-Term Incentive Plan (the “Plan”), wishes to grant Performance Units to the Participant, subject to the terms and conditions contained in this Award Agreement and the Plan.

Accordingly, in consideration of the premises and agreements set forth herein, the parties hereto agree as follows:

Section 1. Definitions .

Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the meanings assigned to them in the Plan, a copy of which has been provided to the Participant. As used in this Award Agreement, the following terms shall have the specific meanings set forth below:

“ Average Net Invested Capital ” shall mean a five point average of Net Invested Capital based on the five most recent quarters. Net Invested Capital for each quarter will be calculated as follows using each company’s 10-Q quarterly and 10-K annual reports.

Net Invested Capital =

“ Change in Control ” shall mean a change in the control of the Company and 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 Award 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

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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 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.

For purposes of this definition, “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.

“ Net Operating Profit After-Tax” or “NOPAT ” shall be calculated as follows using each company’s 10-Q quarterly and 10-K annual reports.

Net Operating Profit After-Tax =

“ Peer Group Companies ” shall mean a group of 19 specialty chemical companies which are determined by the Committee to be at a peer level to the Company. The initial list of Peer Group Companies is attached as Exhibit B. This list shall be reviewed periodically by the Committee and substitutions shall be made as the Committee deems necessary to ensure continued peer level review and the ability to make ROIC Improvement calculations for all listed companies.

“ Performance Period ” shall mean the three-year period, commencing at the start of the Company’s fiscal year 2004 and ending at the close of the Company’s fiscal year 2006.

“ Performance Unit ” shall mean a unit granted under this Award Agreement evidencing the Participant’s right to receive a cash payment upon achievement, as set forth herein, of the Target Performance Objective or, alternatively, the Superior Performance Objective.

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“ Return On Invested Capital” or “ROIC ” shall, subject to Committee certification in Section 4.1, mean a company’s Net Operating Profit After Tax (NOPAT) divided by its Average Net Invested Capital. A determination of ROIC in each case shall be computed in accordance with generally accepted accounting principles.

“ ROIC Improvement ” shall mean the percentage point change in a company’s ROIC for the Performance Period compared to that same company’s average ROIC over the three year period of 2001, 2002, and 2003.

“ Superior Performance Objective ” shall mean the achievement by the Company of a first quartile ranking amongst the Peer Group Companies for ROIC Improvement for the Performance Period. See attached Exhibit A for concept discussion and example.

“ Target Performance Objective ” shall mean the achievement by the Company of a second quartile ranking amongst the Peer Group Companies for ROIC Improvement for the Performance Period. See attached Exhibit A for concept discussion and example.

Section 2. Award of Performance Units.

Effective as of the date of this Award Agreement, the Company hereby grants to the Participant                      Performance Units, which shall be payable in cash in accordance with and subject to the terms and conditions set forth in the Plan and this Award Agreement, upon achievement of the Target Performance Objective, or alternatively, the Superior Performance Objective, for the Performance Period.

Section 3. Value of Performance Units .

The Pe