FULLER H B CO (Form: 8-K, Received: 12/10/2008 13:58:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: December 4, 2008

(Date of earliest event reported)

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-09225

Minnesota

41-0268370

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

1200 Willow Lake Boulevard

P.O. Box 64683

St. Paul, MN 55164-0683

(Address of principal executive offices, including zip code)

(651) 236-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2008, the Compensation Committee of the Board of Directors of H.B. Fuller Company (the “Company”) approved a new form of H.B. Fuller Company Management Short-Term Incentive Plan (the “new STIP”) attached to this Current Report on Form 8-K as Exhibit 10.1. The new STIP will be effective for any short-term incentive awards related to the Company’s 2009 fiscal year and thereafter. The new STIP provides an annual performance-based cash incentive opportunity for eligible employees. The new STIP design is based on financial metrics. The metrics will vary based on position and will generally include (i) earnings before interest, taxes, depreciation and amortization (EBITDA), (ii) return on gross investment (ROGI), (iii) organic sales and (iv) earnings per share. Each metric will have a target level of performance. Threshold and stretch performance levels will be set for each metric and, in some cases, superior stretch performance levels will also be set. Payout will be determined for each metric based on performance relative to target. The target, threshold, stretch and superior stretch levels of performance will be established at the beginning of each fiscal year. The foregoing description is qualified in its entirety by reference to the new STIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, in connection with annual stock-based grants to eligible Company employees under the Company’s Amended and Restated Year 2000 Stock Incentive Plan, the Compensation Committee approved the forms of Restricted Stock Unit Award Agreement, Restricted Stock Award Agreement and Non-Qualified Stock Option Agreement attached to this Report as Exhibits 10.2, 10.3 and 10.4, respectively.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2008, the Board of Directors of the Company approved certain amendments to the Company’s By-Laws. The Company’s By-laws have been restated to effect these amendments. The following description of the amendments to the By-Laws is qualified in its entirety by reference to the Company’s By-Laws, a copy of which is filed as Exhibit 3(ii).1 to this Current Report on Form 8-K and is incorporated herein by reference.

The amendments to the Bylaws include amendments to:

•

Article II, Section 2 to specify (i) the procedures to be followed in order to properly bring business before an annual meeting of shareholders, (ii) when a shareholder must be a shareholder of record in order for business to be properly brought before an annual meeting, (iii) when a shareholder must give notice of business to be brought before an annual meeting and (iv) the information that must be included in a shareholder’s notice of business to be brought before an annual meeting.

•

Article II, Section 3 to specify what information must be included in a shareholder’s notice of a special meeting of shareholders in order for such notice to be in proper form.

•

Article II, Section 4 to delete the requirement that written notice of shareholder meetings be given either personally or by mail.

•

Article III, Section 3 to specify (i) the procedures to be followed in order to properly nominate a person for election as a director, (ii) when a shareholder must be a shareholder of record in order to nominate a person for election as a director, (iii) when a shareholder must give notice of the intention to nominate a person for election as a director, (iv) the information that must be included in a shareholder’s notice regarding both the director nominee and the shareholder making the nomination and (v) certain documentation that a person must deliver to the Company to be eligible as a nominee for election as a director.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


3(ii).1		By-Laws of H.B. Fuller Company

10.1		H.B. Fuller Company Management Short-Term Incentive Plan

10.2		Form of Restricted Stock Unit Award Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

10.3		Form of Restricted Stock Award Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

10.4		Form of Non-Qualified Stock Option Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


H.B. FULLER COMPANY

By:		/s/ Timothy J. Keenan
		Timothy J. Keenan
		Vice President, General Counsel and Corporate Secretary

Date: December 10, 2008

EXHIBIT INDEX


Exhibit Number		Description
3(ii).1		By-Laws of H.B. Fuller Company

10.1		H.B. Fuller Company Management Short-Term Incentive Plan

10.2		Form of Restricted Stock Unit Award Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

10.3		Form of Restricted Stock Award Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

10.4		Form of Non-Qualified Stock Option Agreement under the Amended and Restated Year 2000 Stock Incentive Plan

Exhibit 3(ii).1

BYLAWS

H.B. FULLER COMPANY

(As amended through December 4, 2008)

ARTICLE I - SHARES

SECTION 1. CERTIFICATES; UNCERTIFICATED SHARES. Shares of the Corporation’s capital stock may be certificated shares or uncertificated shares, as provided under Section 302A.417 of the Minnesota Business Corporation Act, as amended from time to time (the “MBCA”). The forms of certificates for shares shall conform to Section 302A.417 of the MBCA, and shall be approved by the Board of Directors. Each certificate shall be manually signed by the Chief Executive Officer, the President or an Executive Vice President, a Senior Vice President or a Vice President and by the Secretary or an Assistant Secretary (except that where any such certificate is manually signed by a transfer agent or a registrar (or by both), the signatures of any such officers may be facsimile, engraved or printed). All certificates of each class and each series shall be consecutively numbered. No share shall be issued until such share is fully paid.

SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one or more transfer agents and registrars to countersign and register certificates for shares and to register uncertificated shares.

SECTION 3. TRANSFERS OF STOCK. Subject to Section 302A.429 of the MBCA, transfers of shares shall be recorded on the books of the Corporation only at the direction of the record holder of such shares (and, in the case of shares represented by a certificate, upon the delivery of the certificate) or by proper evidence of succession, assignment or authority to transfer.

SECTION 4. LOSS OF CERTIFICATES. Except as otherwise provided by Section 302A.419 of the MBCA, any shareholder claiming a certificate for shares to be lost, stolen, or destroyed shall make an affidavit of that fact in such form as the appropriate officers of the Corporation shall require and shall give the Corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the appropriate officers of the Corporation, to indemnify the Corporation against any claim which may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

SECTION 5. RECORD DATE.

(a) For the purpose of determining the shareholders entitled to notice of and to vote at any meeting of shareholders or to receive payment of any dividend, or for any other proper

purpose, the Board of Directors shall fix a record date which shall not be more than sixty days preceding the date on which the particular action requiring such determination of shareholders is to be taken.

(b) The record date fixed for the determination of the shareholders entitled to notice of and to vote at a shareholders’ meeting shall continue to be the record date for all adjournments thereof.

ARTICLE II - SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders shall be held at the principal executive office of the Corporation or at any other place within or without the State of Minnesota designated by the Board of Directors.

SECTION 2. ANNUAL MEETINGS. An annual meeting of shareholders shall be held each year on such date and at such time of the day as the Board of Directors shall determine. At such meeting, directors shall be elected to succeed those whose terms are expiring and to fill any other vacancies, reports of the affairs of the Corporation shall be considered, and other business may be transacted. Only business that has been properly brought before an annual meeting of shareholders in accordance with the following procedures may be conducted at such annual meeting. To be properly brought before an annual meeting, business must be:

(a)

specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors;

(b)

otherwise properly brought before the meeting by or at the direction of the Board of Directors; or

(c)

a proper matter for shareholder action under the MBCA that has been properly brought before the meeting by a shareholder (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.

For such business to be considered properly brought before the annual meeting by a shareholder such shareholder must, in addition to any other applicable requirements, have given timely notice in proper form of such shareholder’s intent to bring such business before such meeting. To be timely, such shareholder’s notice must (i) in the case of a proposal submitted for inclusion in the Corporation’s proxy statement and form of proxy pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), meet the deadline for proposals submitted under such rule, or (ii) in the case of all other matters, be delivered to or mailed and received by the Secretary of the Corporation at the Corporation’s principal executive offices not later than the close of business on the 90 ^th day , nor earlier than the close of business

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on the 120 ^th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the 10 ^th day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

To be in proper form, a shareholder’s notice must be in writing and must set forth:

(A)

the name and record address of the shareholder who intends to propose the business, the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder or any affiliate of such shareholder and any other direct or indirect positions, agreements or understandings to which the shareholder or any affiliate of such shareholder is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) that provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation;

(B)

a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice;

(C)

a complete description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

(D)

any material interest of the shareholder in such business including any agreements the shareholder may have with other persons or entities in connection with such business; and

(E)

any other information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act.

In order to include information with respect to a shareholder proposal in the proxy statement and form of proxy for a shareholder’s meeting, shareholders must provide notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder in addition to the requirements of this Section 2.

No business shall be conducted at the annual meeting of the shareholders except business brought before the meeting in accordance with the procedures set forth in this Section 2. The chair of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedures.

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SECTION 3. SPECIAL MEETINGS. A special meeting of the shareholders may be called for any purpose or purposes at any time in accordance with the provisions of Section 302A.433 of the MBCA. The business transacted at a special meeting shall be limited to the purposes stated in the notice of the meeting. For a special meeting to be called by a shareholder, the shareholder must give written notice of such shareholder’s demand for a special meeting to the Chief Executive Officer or Chief Financial Officer of the Corporation. To be in proper form, a shareholder’s notice must be in writing and must set forth:

(a)

the name and record address of the shareholder demanding the special meeting, the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder and any other ownership interest in the Corporation of such shareholder or any affiliate of such shareholder and any other direct or indirect positions, agreements or understandings to which the shareholder or any affiliate of such shareholder is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) that provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation;

(b)

a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such special meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice;

(c)

the purpose of the special meeting, a complete description of the business desired to be brought before the special meeting and the reasons for conducting such business at the special meeting;

(d)

any material interest of the shareholder in such business including any agreements the shareholder may have with other persons or entities in connection with such business; and

(e)

any other information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act.

SECTION 4. NOTICE OF MEETINGS. Written notice given in the manner provided in Section 302A.011, Subd. 17, of the MBCA stating the place, date, and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting by or at the direction of the President, the Secretary, or the other officer calling the meeting, to each shareholder of record entitled to vote at such meeting.

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SECTION 5. QUORUM; ADJOURNED MEETINGS. The presence in person or by proxy of the holders of a majority of the voting power of the shares entitled to vote at any meeting shall constitute an quorum for the transaction of business. A meeting may be adjourned from time to time, whether or not a quorum is present. If any meeting is adjourned, no further notice as to such adjourned meeting need be given other than by announcement at the time of adjournment of the date, time and place of the adjourned meeting. At adjourned meetings at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present when a meeting is convened, the shareholders present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders originally present to leave less than a quorum.

SECTION 6. VOTING. Every shareholder entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of capital stock of the Corporation which is entitled to be voted unless the terms of the shares provide for no votes or a different number of votes per share.

SECTION 7. PROXIES. Every shareholder entitled to vote at a meeting of shareholders shall be entitled to be represented at such meeting and to vote thereat by proxy or proxies appointed by a writing signed by such shareholder or appointed by telephonic transmission or any other form of electronic transmission as permitted by Section 302A.449 of the MBCA or any successor provision thereof. The appointment of a proxy shall be valid for eleven months after it is made, unless a longer period is expressly provided in the appointment. To be valid, all proxies must meet the requirements of, and shall be governed by, Section 302A.449 of the MBCA or any successor provision thereof.

SECTION 8. INSPECTORS OF ELECTION. In advance of any meeting of shareholders the Board of Directors may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the chair of any such meeting may, and on the request of any shareholder or shareholder’s proxy shall, make such appointment at the meeting.

SECTION 9. CONDUCT OF MEETINGS. The chair for each meeting of shareholders shall be the first of the following persons who is able to attend and chair the meeting: (i) the Chair of the Board, (ii) the Vice Chair of the Board, (iii) the Chief Executive Officer, (iv) the President or (v) any director or elected officer of the Corporation selected by the Chair.

ARTICLE III - DIRECTORS

SECTION 1. NUMBER. In addition to any director who may be elected by the holders of any one or more series of Preferred Stock voting separately as such (the “Series Directors”), the Board of Directors shall consist of a number of directors, which number shall be fixed from

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time to time exclusively by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors, but the number of directors shall in no event be more than fifteen (excluding any Series Directors).

SECTION 2. TERM OF OFFICE VACANCIES AND REMOVAL.

(a) The directors to be elected by the holders of the shares of Common Stock and of any other shares of capital stock entitled to vote as a single class with the shares of Common Stock shall be divided into three classes designated Class I, Class II and Class III. The term of one class of directors shall expire each year. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors fixed pursuant to Section 1 of this Article III. At each Annual Meeting of Shareholders, the directors elected to succeed those directors whose terms expire shall be elected for a term expiring three years after the date of their election and until their successors are duly elected and qualified.

(b) If the number of directors is changed, any increase or decrease shall be apportioned among the three classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Subject to the rights of the holders of any class or series of the then outstanding capital stock of the Corporation entitled to vote generally in the election of directors (other than Series Directors), newly created directorships resulting from any increase in the authorized number of directors or any vacancies in any class resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors (other than Series Directors) then in office, although less than a quorum. Directors so elected shall hold office for a term expiring at the time at which the term of office of the class to which they have been elected expires and until their successors are duly elected and qualified.

(c) Any directors, or the entire Board of Directors, may be removed from office at any time for good cause by the affirmative vote of the holders of at least two-thirds of the combined voting power of the shares of the classes or series of capital stock of the Corporation present and voting as a single class. A director named by the Board of Directors to fill a vacancy may be removed from office at any time, with our without cause, by the affirmative vote of a majority of the remaining directors if the shareholders have not elected directors in the interim between the time of the appointment to fill such vacancy and the time of removal. In the event that any one or more directors or the entire Board is removed at a shareholder’s meeting, a new director or new directors shall be elected at the same meeting.

(d) Notwithstanding the provisions of Article VI of these Bylaws, any amendment, alteration, change or repeal of Sections 1 and/or 2 of Article III of these Bylaws shall require the affirmative vote of the holders of two-thirds of the shares present and voting as a single class.

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SECTION 3. NOMINATION OF DIRECTORS. Only persons nominated in accordance with the following procedures shall be eligible for election by shareholders as directors, except as may otherwise be provided in the Articles of Incorporation of the Corporation with respect to the right of holders of a series of preferred stock of the Corporation to nominate and elect a specified number of directors. To be properly brought before an annual meeting of the shareholders, or any special meeting of the shareholders called for the purpose of electing directors, nominations for the election of a director must be:

(a)

specified in the notice of meeting (or any supplement thereto);

(b)

made by or at the direction of the Board of Directors (or any duly authorized committee thereof); or

(c)

made by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 3 and on the record date for the determination of shareholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.

In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. In the case of an annual meeting, to be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the Corporation’s principal executive offices not later than the close of business on the 90 ^th day, nor earlier than the close of business on the 120 ^th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the 10 ^th day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. In the case of a special meeting of the shareholders called for the purpose of electing directors, to be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the Corporation’s executive offices not later than the close of business on the 10 ^th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper form, a shareholder’s notice must be in writing and must set forth:

(A)

as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series

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and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person, (iv) any other direct or indirect positions, agreements or understanding to which such person or any affiliate of such person is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) that provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation, (v) a description of all arrangements, understandings or material relationships between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder, and (vi) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected and a completed questionnaire concerning such person’s business experience, beneficial ownership, relationships and transactions with the Corporation, independence and other matters typically contained in the Corporation’s questionnaire for directors and officers); and

(B)

as to such shareholder giving notice, (i) the name and record address of the shareholder, the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder or any affiliate of such shareholder and any other direct or indirect positions, agreements or understandings to which the shareholder or any affiliate of such shareholder is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) that provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation, (ii) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting or special meeting, (iii) any material interest of the shareholder in the election of the person nominated for director by such shareholder, including any agreements the shareholder may have with other persons or entities in connection with the election of such person, and (iv) any other information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act.

Subject to the rights of any holders of a series of preferred stock of the Corporation, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3. If the chair of the meeting properly determines that a nomination was not made in accordance with the foregoing procedures, the chair shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

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SECTION 4. MEETINGS. The Board of Directors may provide by resolution the date, time and place, either within or without the State of Minnesota, for the holding of meetings of the Board of Directors without other notice than such resolution.

Other meetings of the Board of Directors may be called by the Chair of the Board, the Vice Chair of the Board, the Chief Executive Officer (if a director) or any two other directors. The person or persons authorized to call meetings of the Board of Directors may fix any place, either within or without the State of Minnesota, as the place for holding any meeting of the Board of Directors called by them. In the absence of such designation, all called meetings of the Board of Directors shall be held at the principal executive office of the Corporation.

The Board of Directors shall choose from among the directors a Chair of the Board and may from time to time choose a Vice Chair of the Board.

The chair for each meeting of the Board of Directors shall be the first of the following persons who is able to attend and chair such meeting: (i) the Chair of the Board, (ii) the Vice Chair of the Board, if any, (iii) the Chief Executive Officer (if a director), (iv) the President (if a director), or (v) any director selected by the Chair.

Notice of any called meeting of the Board of Directors shall be given by the person or persons calling the meeting (or by the Secretary or an Assistant Secretary at the request of such person or persons) either by mail to each director at the director’s business address at least two days prior to such meeting or by telegram, telecopy, facsimile, telephone, or in person at least 24 hours prior to such meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday to the residence address of each director. If the day or date, time and place of a meeting of the Board of Directors has been announced at a previous meeting of the Board of Directors, no notice is required. Notice of an adjourned meeting of the Board of Directors need not be given other than by announcement at the meeting at which adjournment is taken.

Neither the business to be transacted at, nor the purpose of, any regular or called meeting of the Board of Directors needs to be specified in the notice of such meeting.

Notice of any meeting of the Board of Directors may be waived by any director either before, at, or after such meeting orally or in a writing signed by such director. A director, by his or her attendance at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

The members of the Board of Directors, the Executive Committee or any other committee created by the Board of Directors may participate in a meeting of the Board of Directors or such

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Committee by any means of communication through which the directors may simultaneously hear each other during the meeting and such participation in a meeting shall constitute presence in person at such meeting.

Any action which may be taken at a meeting of the Board of Directors, the Executive Committee or any other committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members then holding office.

SECTION 5. QUORUM; REQUIRED VOTE. A majority of the directors then holding office shall constitute a quorum for the transaction of business by the Board of Directors. The Board of Directors shall take action by the affirmative vote of the greater of (a) majority of the directors present at a duly held meeting at the time the action is taken, or (b) a majority of the minimum number of directors that would constitute a quorum for the transaction of business at the meeting. A majority of the members of any committee appointed by the Board of Directors and then holding office shall constitute a quorum for the transaction of business by such committee. Any committee shall take action by the affirmative vote of the greater of (a) majority of the members present at a duly held meeting at the time the action is taken, (b) a majority of the minimum number of members that would constitute a quorum for the transaction of business at the meeting, or (c) such higher requirement as may be established by the Board of Directors. Notwithstanding the foregoing, where other sections of these Bylaws or the Articles of Incorporation of the Corporation require a larger proportion or number than is set forth in this Section 5 of Article III, the affirmative vote of such larger proportion or number shall be required for the Board of Directors or a committee of the Board of Directors to take action.

SECTION 6. EXECUTIVE COMMITTEE. By the affirmative action of at least three fourths of the directors then holding office, the Board of Directors by resolution may create an Executive Committee of three or more directors and may delegate to such committee such of its powers and authority in the management of the business and affairs of the Corporation as it may by resolution provide, except the power to declare dividends and to adopt, amend or repeal the Bylaws.

SECTION 7. OTHER COMMITTEES. The Board of Directors by resolution may create, in addition to an Executive Committee, ad hoc and standing committees, and may delegate to such Committees such of its powers as it may choose, including without limitation the power to perform such inquiries, investigations or analyses as may be required from time to time, and to report the results of any of their findings and their recommendations to the Board of Directors for such action as the Board of Directors deems to be appropriate.

SECTION 8. COMPENSATION. The directors, by resolution of the Board of Directors, may be paid fees and provided benefits and may be reimbursed for expenses incurred by them on behalf of the Corporation, which fees, benefits and expenses shall be paid at such times and upon such conditions as may be determined by the Board of Directors; provided, however, that the

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shareholders at any meeting called for the purpose may revoke or rescind any such action by the Board of Directors, but may not revoke or rescind any action of the Board of Directors (i) authorizing reimbursement to directors for expenses incurred by them on behalf of the Corporation or (ii) establishing vested or contractual compensation or benefit arrangements for directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

SECTION 9. EMERITUS DIRECTORS. The Board of Directors may from time to time appoint a former director to the honorary position of “Director Emeritus” or, in the case of a former Chair of the Board (whether or not then also a director), “Chair Emeritus.” A former director holding an honorary position may be invited to attend meetings or portions of meetings of the Board of Directors, but shall have no voting or other rights of a director and shall not be entitled to the compensation payable to directors.

ARTICLE IV - OFFICERS

SECTION 1. ELECTED OFFICERS. The officers of the Corporation to be elected by the Board of Directors shall be a Chief Executive Officer, a President, a Chief Financial Officer, one or more Executive or Senior Vice Presidents, one or more Vice Presidents, a Treasurer, a General Counsel, a Controller, a Secretary and one or more assistant officers. Any combination of such offices may be held by the same person. Elected officers shall hold office at the pleasure of the Board and shall perform the duties referred to in the Bylaws, those determined by the Board of Directors and those assigned by the Chief Executive Officer. The Chair of the Board and the Vice Chair of the Board are not and shall not be deemed to be officers of the Corporation solely by virtue of having such titles.

SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general planning, administrative and oversight responsibility for the Corporation and shall have general charge of and control over the Corporation, subject to the orders and directions of the Board of Directors. The Chief Executive Officer shall also perform such other duties as the Board of Directors may from time to time prescribe or as are required by Section 302A.305, Subd. 2, of the MBCA.

SECTION 3. PRESIDENT. The President shall be the chief operating officer of the Corporation and shall perform all responsibilities related to the ongoing management of the Corporation.

SECTION 4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be responsible for all financial operations of the Corporation, including without limitation raising funds, safeguarding assets, accounting and reporting, financial planning, financial organizational administration and maintenance of internal controls as are prudent and required by law. The Chief Financial Officer shall also perform such other duties as are required by Section 302A.305, Subd. 3, of the MBCA.

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SECTION 5. EXECUTIVE AND SENIOR VICE PRESIDENTS; VICE PRESIDENTS. Each Executive and Senior Vice President and each Vice President shall perform such duties as shall be determined by the Board of Directors or assigned by the Chief Executive Officer.

SECTION 6. TREASURER. The Treasurer shall have the care and custody of the funds and valuable documents of the Corporation and shall have oversight and administrative responsibility for raising and borrowing funds and establishing banking and similar relationships.

SECTION 7. GENERAL COUNSEL. The General Counsel shall be the chief legal officer of the Corporation and shall be responsible for the administration and general direction of all matters that may involve or require legal review or analysis, including threatened and actual legal proceedings.

SECTION 8. CONTROLLER. The Controller shall be responsible for keeping complete and accurate records of the business, assets, liabilities and transactions of the Corporation and for the preparation of such financial statements as may be required by law or are needed for internal management purposes.

SECTION 9. SECRETARY. The Secretary shall keep a record of the proceedings of the meetings of the shareholders and the Board of Directors. The Secretary shall give notice as required of meetings of the shareholders and the Board of Directors; provided, however, notice given by another shall not be ineffective merely because it was not given by the Secretary. The Secretary shall also perform such duties as are determined by the Board of Directors or by the Chief Executive Officer.

SECTION 10. ASSISTANT OFFICERS. Each Assistant Officer shall perform such duties as are determined by the Board of Directors and by the officer to whom the Assistant Officer reports.

SECTION 11. APPOINTED OFFICERS. The Chief Executive Officer may from time to time appoint vice presidents and any other officers deemed appropriate. These officers shall hold office at the pleasure of the Chief Executive Officer and shall perform such duties as are determined by the Chief Executive Officer.

SECTION 12. COMPENSATION. Compensation of all elected officers referred to in Section 1 and all appointed officers referred to in Section 11 shall be fixed by the Board of Directors or a Committee of the Board of Directors and may be changed from time to time (subject to contract rights) by the Board or such Committee.

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SECTION 13. EXECUTION OF CORPORATE CONTRACTS. Except as otherwise provided by the Board of Directors or the Executive Committee, all contracts of the Corporation shall be executed on its behalf by the Chief Executive Officer, the President, the Chief Financial Officer, the Controller, an Executive or Senior Vice President, a Vice President or such other person or persons as one of these officers may from time to time authorize so to do. Notes given and drafts accepted by the Corporation shall be valid only when signed by the Chief Executive Officer, the President, the Chief Financial Officer, the Controller, an Executive or Senior Vice President, a Vice President, the Treasurer or such other person as one of these officers may from time to time authorize so to do. Checks, drafts, and other evidences of indebtedness to the Corporation shall, for the purpose of deposit, discount and collection, be endorsed by these same officers or their delegees. Funds of the Corporation deposited in banks and other depositories to the credit of the Corporation shall be drawn from such bank and depositories by checks, drafts or orders for payment of money signed by any one or more of the Chief Executive Officer, the President, the Chief Financial Officer, the Controller, an Executive or Senior Vice President, a Vice President, the Treasurer or such other person or persons as any two of these officers may authorize. Whenever the Board of Directors or the Executive Committee shall provide that any contract be executed or any other act be done in any other manner and by any other officer than as specified in these Bylaws, such method of execution or action shall be as equally effective to bind the Corporation as if specified herein.

ARTICLE V - INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

The Corporation shall indemnify such persons (and shall advance expenses of such persons), for such expenses and liabilities, in such manner, under such circumstances, and to such extent as required or permitted by the Minnesota Business Corporation Act, section 302A.521, as now enacted or hereafter amended.

ARTICLE VI - AMENDMENTS

These Bylaws may be amended or repealed as provided in Section 302A.181 of the MBCA; provided, however, that Sections 1 and 2 of Article III shall only be amended or repealed as provided in Section 2(d) of Article III.

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Exhibit 10.1


		Rewards - Compensation Management Short-Term Incentive (STI) Plan


Purpose		The STI plan provides an annual performance-based cash bonus opportunity for eligible employees. This is intended to achieve a number of goals including: • Emphasizing the Company’s commitment to competitive compensation practices; • Driving a high performance culture; • Assuring accountability; • Focusing on results, not activity; and • Reinforcing the importance of measurable and aligned goals and objectives.

Eligibility		To participate in the STI Plan, an employee must: • Be a regular full-time or part-time employee of the Company in job grades 25 or higher. Consultants and temporary agency employees performing services at Company facilities are not eligible to participate; • Not qualify as a participant in any other Company variable compensation program (such as sales or unit performance bonus programs). To receive payment under the STI Plan, the participant must: • Be actively employed as of fiscal year-end; • Have been rated at least “good” through the pay-for-performance program, as demonstrated by a PPA rating of ‘3’ or higher.

Plan Design		The plan design is based on financial metrics. The metrics will vary based on position and will generally include the following: • EBITDA* • ROGI • Organic Sales • Earnings Per Share * For administrative purposes, operating income may be used as a proxy for EBITDA There will be 5 design standards, as follows: • Region • Region – Operations or Sales Management • Corporate/Global • Business Unit, Country, Sub Region • Global Accounts, Industry, Program

Page 1 of 5


		Rewards - Compensation Management Short-Term Incentive (STI) Plan

Participant’s plan design will be based on position. Details of the design are as follows:

• Region Standard

• Applies generally to region roles, with the exception of sales and operations.


	Metric & Weighting Per Metric
	EPS	Region Organic Revenue	Region EBITDA ($)	Region ROGI
EC Member	30%	20%	35%	15%
Standard	25%	25%	40%	10%


		• Region – Operations or Region Sales Management


	Metric & Weighting Per Metric
	EPS	Organic Revenue or Operations metric	Region EBITDA ($)	Region ROGI
Standard	25%	25%	40%	10%

• Corporate/Global

• Applies to corporate functions such as Finance, HR, Legal, Marketing, Technology, and Strategy


	Metric & Weighting Per Metric
	EPS	NA Composite	EU Composite	AP Composite	LA Composite
Standard	30%	25%	20%	12.5%	12.5%

• Region composite is the combination of Region Organic Revenue, EBITDA, and ROGI results

• Business Unit, Country, Sub Region


	Metric & Weighting Per Metric
	EPS	Region Composite	BU/Country/Sub Region Organic Revenue or Operations metric	BU/Country/Sub Region EBITDA	BU/Country/Sub Region ROGI or Net Working Capital
Standard	15%	20%	20%	35%	10%


		• Global Accounts, Global Industry, Global Program


	Metric & Weighting Per Metric
	EPS	Global Account, Industry or Program Sales	NA Composite	EU Composite	AP Composite	LA Composite
Standard	15%	30%	20%	15%	10%	10%

CEO Plan Design:

Metric & Weighting Per Metric
EPS	HBF Organic Revenue		HBF EBITDA ($)		HBF ROGI
30%	20%		35%		15%

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		Rewards - Compensation Management Short-Term Incentive (STI) Plan


		Target • Each metric will have a target level of performance. Payout will be determined for each metric based on performance relative to target. The target levels of performance will be established at the beginning of each fiscal year.

		Threshold • Threshold performance levels will be established for each metric as follows: • Sales, Organic Revenue: 80% of target • EBITDA: 80% of target • ROGI: 80% of target • EPS: 80% of target • Operations Metrics: 80-90% of target, varies by metric • Payout at the threshold level of performance will be 50% of the target allocated to that metric. Superior • Superior performance levels will be established for each metric as follows: • Sales, Organic Revenue: 115% of target • EBITDA: 115% of target • ROGI: 115% of target • EPS: 115% of target • Operations Metrics: 110-120% of target, varies by metric • Payout at the superior level of performance will be 150% of the target allocated to that metric. See Appendix for payout schedule. Superior Stretch Goal – EC • Additional superior goals will be established for metrics for the EC members as follows: • Organic Revenue: 125% of target • EBITDA: 125% of target • ROGI: 125% of target • EPS: 125% of target • Payout at the superior stretch goal will be 200% of the target allocated to that metric

Payment		Payment will be made in cash, subject to taxes and deductions as applicable. Payment will be made in, or as close to possible to, January following the conclusion of the relevant Plan Year, but will be made no later than March 15 ^th of the calendar year following the Plan Year.

Participant Status Changes		If a participant begins employment with the company during the Plan Year, bonus potential will be pro-rated for the time the participant was employed during the Plan Year. If a participant transfers jobs and changes plan design standards, potential bonus will be pro-rated for the time spent in each job.

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		Rewards - Compensation Management Short-Term Incentive (STI) Plan


Administration		Participants may direct questions about the STI Plan to their local management or human resources representatives. The Compensation Committee of the Board of Directors shall make a certification decision with respect to performance of financial metrics and consider extraordinary circumstances that may have positively or negatively impacted the achievement of the objectives. The Board or management in their discretion, reserves the right at any time to enhance, diminish or terminate all or any portion of any compensation plan or program, on a collective or individual basis.

Relevant Terms		Actively Employed - A full-time or part-time employee on the Company payroll. It excludes any employee who has been terminated from employment with the Company – voluntarily or involuntarily – in advance of fiscal year-end. Company - H.B. Fuller Company and its wholly owned subsidiaries. Eligible Earnings - Varies by region and country. Payment - The cash reward payable after conclusion of the Plan Year. Plan Year - The relevant Company fiscal year. Short Term Incentive (STI) Plan - The program described herein. May also be referred to as “STIP” or “STI Plan”.

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		Rewards - Compensation Management Short-Term Incentive (STI) Plan

Appendix


Payout Schedule
Metric Performance		Payout (as % of target)
115%		150.0%
114%		146.7%
113%		143.3%
112%		140.0%
111%		136.7%
110%		133.3%
109%		130.0%
108%		126.7%
107%		123.3%
106%		120.0%
105%		116.7%
104%		113.3%
103%		110.0%
102%		106.7%
101%		103.3%
100%		100.0%
99%		97.5%
98%		95.0%
97%		92.5%
96%		90.0%
95%		87.5%
94%		85.0%
93%		82.5%
92%		80.0%
91%		77.5%
90%		75.0%
89%		72.5%
88%		70.0%
87%		67.5%
86%		65.0%
85%		62.5%
84%		60.0%
83%		57.5%
82%		55.0%
81%		52.5%
80%		50.0%

• Payout is calculated for each incremental increase in performance (straight line interpolation).

• EC members have an additional stretch superior goal as follows:

• Payout is calculated at an additional 5% for each incremental increase in performance up to 125% of metric performance (straight line interpolation).

Page 5 of 5

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 .

(a) 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 or permanent disability, 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 or permanent disability.

(c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:

(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 representing 30% or more of the voting power of the Company then outstanding;

(2)

the individuals who, as of the date of this 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 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);

(3)

the approval of the shareholders of the Company, and consummation, of (i) 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; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(4)

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 Section 3(c), “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.

(d) Forfeiture . If Participant ceases to be employed by the Company or an Affiliate of the Company for any reason other than those specified in Section 3(b) hereof prior to the vesting of the Restricted Stock Units pursuant to Section 3(a) hereof, Participant’s rights to all of the Restricted Stock Units shall be immediately and irrevocably forfeited, including the right to receive any Additional Restricted Stock Units.

4. Restrictions on Transfer . The Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to the Restricted Stock Units upon the death of Participant. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. The Restricted Stock Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.

5. Income Tax Matters .

In order to comply with all applicable federal, foreign, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, foreign, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Upon vesting of the Restricted Stock Units and the lapse of the restrictions with respect to the Restricted Stock Units under the terms of this Award Agreement, Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions. Unless the Company receives an irrevocable written instruction, addressed to the attention of the Secretary of the Company, from Participant prior to the date that the Restricted Stock Units

vest and the restrictions lapse, the Company shall automatically withhold as payment the number of shares of Common Stock, determined by the Fair Market Value at the date of such vesting and lapse of restrictions, required to pay the applicable withholding taxes. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value (as of the date the Restricted Stock Units vest and the restrictions lapse) of such fractional share.

6. Securities Matters . No shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

7. Adjustments . In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Restricted Stock Units.

8. General Provisions .

(a) Interpretations . This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.

(b) No Right to Employment . The grant of the Restricted Stock Units shall not be construed as giving Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

(c) Headings . Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(d) Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.

(e) Governing Law . The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.


H.B. FULLER COMPANY

By:
		Michele Volpi
		President and Chief Executive Officer


		Participant

		Date:

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)

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 or permanent disability, 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 or permanent disability.

(c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:

(1)

(2)

(3)

(4)

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.

(d) Forfeiture . If Participant ceases to be employed by the Company or an Affiliate of the Company for any reason other than those specified in Section 3(b) hereof prior to the vesting of the Shares pursuant to Section 3(a) hereof, Participant’s rights to all of the Shares shall be immediately and irrevocably forfeited, including the right to vote the Shares and the right to receive dividends and any Additional Shares.

4. Restrictions on Transfer .

Until the Shares vest pursuant to Section 3 hereof, neither the Shares, nor any right with respect to the Shares under this Agreement, may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant and any purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company. Notwithstanding the foregoing, Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to the Shares upon the death of Participant. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative.

5. Income Tax Matters .

In order to comply with all applicable income, social, payroll or other tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable income, social, payroll or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from such Participant. Upon vesting of the Shares and the lapse of the restrictions with respect to the Shares under the terms of this Award Agreement, Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions, assuming Participant has not made an election pursuant to Section 83(b) of the Code. Unless the Company receives an irrevocable written instruction, addressed to the attention of the Secretary of the Company, from Participant prior to the date that the Shares vest and the restrictions lapse, the Company shall automatically withhold as

payment the number of shares of Common Stock, determined by the Fair Market Value at the date of such vesting and lapse of restrictions, required to pay the applicable withholding taxes. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value (as of the date the shares vest and the restrictions lapse) of such fractional share.

6. Securities Matters .

No Shares shall be issued hereunder prior to such time as counsel to the Company shall have determined that the issuance of the Shares will not violate any federal or state securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

7. Adjustments .

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of the Shares.

8. General Provisions .

(b) No Right to Employment . The grant of the Shares shall not be construed as giving Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

(d) Governing Law . The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.


H.B. FULLER COMPANY

By:
		Michele Volpi
		President and Chief Executive Officer


Participant

Date:

Exhibit 10.4

H.B. FULLER COMPANY

NON-QUALIFIED STOCK OPTION 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 officer or other employee of the Company or an Affiliate of the Company (“Participant”).

The Company, pursuant to the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan (the “Plan”), wishes to grant stock options for the purchase of Common Stock, par value $1.00 per share, of the Company (“Common Stock”), to Participant on the terms and conditions contained in this Agreement and the Plan.

Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Plan.

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

Grant of Option .

The Company, effective as of the date of this Agreement, hereby grants to Participant, as a matter of separate agreement and not in lieu of salary or other compensation for services rendered, the right and option (the “Option”) to purchase all or any part of an aggregate of shares of Common Stock (the “Shares”) at the price of $ per share on the terms and conditions set forth in this Agreement. The Option is not intended to be an incentive stock option within the meaning of the Internal Revenue Code of 1986, as amended.

Vesting and Term of Option .

(a) The Option may not be exercised prior to , . Commencing on , , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows:


Date	Percentage of Shares as to which Option is Exercisable
____________, _____	25	%
____________, _____	50	%
____________, _____	75	%
____________, _____	100	%

The Option shall in all events terminate on , or such earlier date as prescribed herein.

(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company.

(c) For the purposes of this Agreement, a “Change in Control” 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 30% or more of the Voting Power of the Company then outstanding;

(ii) the individuals who, as of the date of this 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 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, and consummation, 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 Section 2(c), “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.

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Effect of Termination of Employment .

The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that:

(a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option.

(b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of the misconduct.

(c) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.

(d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.

For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.

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Method of Exercising Option .

(a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company, to the attention of the Secretary. Such notice shall state the election to exercise the Option, the number of Shares as to which the Option is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The notice shall be accompanied by payment in full of the exercise price for all Shares designated in the notice. To the extent that the Option is exercised after Participant’s death, the notice of exercise shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

(b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods:

(i) delivery of a check payable to the Company or cash, in United States currency; or

(ii) delivery of shares of Common Stock acquired by Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price. Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions.

Income Tax Withholding .

In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and in order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state income, withholding, social, payroll or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Participant may, at Participant’s election (the “Tax Election”), satisfy applicable tax withholding obligations by (a) electing to have the Company withhold a portion of the Shares of Common Stock otherwise to be delivered upon exercise of the Option having a Fair Market Value equal to the amount of such taxes or (b) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes. The Tax Election must be made on or before the date that the amount of tax to be withheld is determined.

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Adjustments .

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Option such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of the Shares covered by the Option and the exercise price of the Option.

Securities Matters .

General Provisions .

(a) Interpretations . This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(b) No Rights as a Shareholder . Neither Participant nor Participant’s legal representatives shall have any of the rights and privileges of a shareholder of the Company with respect to the Shares of Common Stock subject to the Option until such Shares shall have been issued upon exercise of the Option.

(c) No Right to Employment . Nothing in this Agreement or the Plan shall be construed as giving Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

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(d) Option Not Transferable . The Option shall not be transferable other than (i) by will or by the laws of descent and distribution, or (ii) by designating a beneficiary or beneficiaries (in a manner established by the Committee) to exercise the rights of the Participant and receive any property distributable with respect to any Option upon the death of the Participant. During Participant’s lifetime the Option shall be exercisable only by Participant or, if permissible under applicable law, by Participant’s guardian or legal representative. The Option may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Option shall be void and unenforceable against the Company.

(e) Reservation of Shares . The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

(f) Headings . Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(g) Governing Law . The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


H.B. FULLER COMPANY

By:
		Michele Volpi
		President and Chief Executive Officer


[employee]

Date:

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