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Exhibit
10.2
FORM OF RESTRICTED STOCK
UNIT AGREEMENT
H.B. FULLER
COMPANY
RESTRICTED STOCK UNIT
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 Restricted Stock Units, representing the right to
receive 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
Units . The Company, effective as of the date of this
Agreement, hereby grants to Participant an award of
Restricted Stock Units, each Restricted Stock Unit representing the
right to receive one share of Common Stock on such date as set
forth herein, plus an additional amount pursuant to
Section 2(b) hereof, subject to the terms and conditions set
forth in this Agreement.
2. Rights of Participant with Respect
to the Restricted Stock Units .
(a) No Shareholder
Rights . The Restricted Stock Units granted pursuant to this
Agreement do not and shall not entitle Participant to any rights of
a shareholder of Common Stock. The rights of Participant with
respect to the Restricted Stock Units shall remain forfeitable at
all times prior to the date on which such rights become vested, and
the restrictions with respect to the Restricted Stock Units lapse,
in accordance with Section 3 hereof.
(b) Dividend
Equivalents . As long as Participant holds Restricted Stock
Units granted pursuant to this Agreement, the Company shall credit
to Participant, on each date that the Company pays a cash dividend
to holders of Common Stock generally, an additional number of
Restricted Stock Units (“Additional Restricted Stock
Units”) equal to the total number of whole Restricted Stock
Units and Additional Restricted Stock Units previously credited to
Participant under this Agreement multiplied by the dollar amount of
the cash dividend paid per share of Common Stock by the Company on
such date, divided by the Fair Market Value of a share of Common
Stock on such date. Any fractional Restricted Stock Unit resulting
from such calculation shall be included in the Additional
Restricted Stock Units. A report showing the number of Additional
Restricted Stock Units so credited shall be sent to Participant
periodically, as determined by the Company. The Additional
Restricted Stock Units so credited shall be subject to the same
terms and conditions as the Restricted Stock Units granted pursuant
to this Agreement and the Additional Restricted Stock Units shall
be forfeited in the event that the Restricted Stock Units with
respect to which the dividend equivalents were paid are
forfeited.
(c) Issuance of Shares;
Conversion of Restricted Stock Units . No shares of Common
Stock shall be issued to Participant prior to the date on which the
Restricted Stock Units vest, and the restrictions with respect to
the Restricted Stock Units 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 Restricted Stock
Units vest pursuant to Section 3 hereof, the Company shall
promptly cause to be issued, in either certificated or
uncertificated form, shares of Common Stock registered in
Participant’s name or in the name of Participant’s
legal representatives, beneficiaries or heirs, as the case may be,
in payment of such vested whole Restricted Stock Units and any
Additional Restricted Stock Units and shall cause such certificated
or uncertificated shares to be delivered to Participant or
Participant’s legal representatives, beneficiaries or heirs,
as the case may be. The value of any fractional Restricted Stock
Unit shall be paid in cash at the time certificated or
uncertificated shares are delivered to Participant in payment of
the Restricted Stock Units and any Additional Restricted Stock
Units.
3. Vesting; Forfeiture. Vesting.
Subject to the terms and conditions of this Agreement, the
Restricted Stock Units shall vest in full and the restrictions with
respect to the Restricted Stock Units 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 Restricted Stock Units, and the
restrictions with respect to the Restricted Stock Units 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 13(d)(3)
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company repre |
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