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Exhibit
10.3
FORM OF RESTRICTED STOCK
AWARD AGREEMENT
H.B. FULLER
COMPANY
RESTRICTED STOCK AWARD
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 employee of the Company or an affiliate of the Company
(“Participant”).
WHEREAS , the Company,
pursuant to the Amended and Restated H.B. Fuller Company Year 2000
Stock Incentive Plan (the “Plan”), wishes to award to
Participant shares of common stock, par value $1.00 per share, of
the Company (“Common Stock”), subject to certain
restrictions and on the terms and conditions contained in this
Agreement and the Plan;
NOW, THEREFORE , in
consideration of the premises and agreements set forth herein, the
parties hereto hereby agree as follows:
1. Award of Restricted
Stock .
The Company, effective as of
the date of this Agreement, hereby grants to Participant a
restricted stock award of ______ shares of Common Stock (the
“Shares”), subject to the terms and conditions set
forth in this Agreement.
2. Rights of Participant
with Respect to the Shares .
(a) Shareholder Rights
. With respect to the Shares, Participant shall be entitled at all
times on and after the date of issuance of the Shares to exercise
all rights of a shareholder of Common Stock of the Company,
including the right to vote the Shares and the right to receive
dividends thereon as provided in Section 2(b) hereof, unless
and until the Shares are forfeited pursuant to Section 3
hereof. The rights of Participant with respect to the Shares shall
remain forfeitable at all times prior to the date on which such
rights become vested, and the restrictions with respect to the
Shares lapse, in accordance with Section 3 hereof.
(b) Reinvestment of
Dividends . As a condition to receiving the Shares under the
Plan, Participant hereby elects to defer the receipt of dividends
paid on the Shares. Participant agrees that all cash dividends
otherwise payable on and with respect to the Shares shall be
reinvested in additional shares of restricted Common Stock at the
Fair Market Value of such shares (“Additional Shares”).
A report showing the number of Additional Shares so purchased with
reinvested dividends shall be sent to Participant within 30 days
following the applicable dividend payment date. The Additional
Shares so purchased shall be subject to the same terms and
conditions as the Shares granted pursuant to this Agreement and the
Additional Shares shall be forfeited in the event that the Shares
with respect to which the reinvested dividends were paid are
forfeited.
(c) Issuance of Shares
. The Company shall cause to be issued, in either certificated or
uncertificated form, the Shares and any Additional Shares. The
Shares and any
Additional Shares shall be issued and
held in nominee name by the stock transfer agent or brokerage
service selected by the Company to provide such services for the
Plan. No certificates or other evidence of the Shares or Additional
Shares shall be issued to Participant prior to the date on which
the Shares vest, and the restrictions with respect to the Shares
lapse, in accordance with Section 3 hereof. Neither this
Section 2(c) nor any action taken pursuant to or in accordance
with this Section 2(c) shall be construed to create a trust of
any kind. After any Shares vest pursuant to Section 3 hereof,
the Company shall promptly cause to be issued either evidence of
uncertificated Shares or a certificate or certificates, registered
in Participant’s name or in the name of Participant’s
legal representatives, beneficiaries or heirs, as the case may be,
evidencing such vested whole Shares and any Additional Shares and
shall cause such certificated or uncertificated Shares and any
Additional Shares to be delivered to Participant or
Participant’s legal representatives, beneficiaries or heirs,
as the case may be. The value of any fractional Share shall be paid
in cash at the time certificated or uncertificated Shares and any
Additional Shares are delivered to Participant.
3. Vesting; Forfeiture
.
(a) Vesting . Subject
to the terms and conditions of this Agreement, the Shares shall
vest in full and the restrictions with respect to the Shares shall
lapse if Participant remains continuously employed by the Company
or an Affiliate of the Company until
.
(b) Early Vesting .
Notwithstanding the vesting provision contained in
Section 3(a) above, but subject to the other terms and
conditions set forth herein, upon the occurrence of a “Change
in Control” (as defined below) or in the event of
Participant’s death, permanent disability or retirement,
Participant or Participant’s legal representatives,
beneficiaries or heirs, as the case may be, shall become
immediately vested in all of the Shares, and the restrictions with
respect to the Shares shall lapse, as of the date of such Change in
Control, death, permanent disability or retirement.
(c) For the purposes of this
Agreement, a “Change in Control” shall be deemed to
have occurred upon any of the following events:
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(1) |
a public announcement (which, for purposes hereof, shall
include, without limitation, a report filed pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) that any individual,
corporation, partnership, association, trust or other entity
becomes the beneficial owner (as defined in Rule |
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