EXHIBIT
10.3
3M COMPANY
3M 2008 LONG-TERM INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
FOR U.S. EMPLOYEES
[PARTICIPANT NAME]
1. Grant of Option
. This Agreement
confirms that on [GRANT DATE] (the “Grant Date”), 3M
Company (the “Company”) granted you a Nonqualified
Stock Option (the “Option”) to purchase [NUMBER OF
SHARES GRANTED] shares of Common Stock of the Company at the
exercise price of [GRANT PRICE] per share (the “Exercise
Price”), subject to the terms and conditions of this
Agreement and the 2008 Long-Term Incentive Plan (the “2008
Plan”).
2. Definitions
. Capitalized terms
used and not defined herein shall have the same meaning as in the
2008 Plan.
3. Vesting and Term of
Option . Your
Option will vest over three years, as long as you remain
continuously employed by the Company or an Affiliate from the Grant
Date until each vesting date or if you die or Retire before any
such date. This means that you may exercise the first
one-third of the shares subject to this Option on or after the
first anniversary of the Grant Date, the second one-third of these
shares on or after the second anniversary of the Grant Date, and
the remaining one-third of these shares on or after the third
anniversary of the Grant Date, assuming continued employment.
However, you will be required to accept this Option as well as this
Agreement before being permitted to exercise the Option. This
Option will expire on and may not be exercised after the earlier of
February 8, 2019 or the 90 th day following the end of your 3M
employment, except in cases of Retirement, death, disability,
Disqualifying Termination or a termination in connection with which
you execute a written release of employment-related claims in favor
of the Company that provides (with the approval of the Company) for
the nonforfeiture of stock options (but only to the
