Exhibit 10(v)
RETIREMENT PLAN FOR DIRECTORS OF
H.B. FULLER COMPANY
1994 REVISION
First Declaration of Amendment
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Pursuant to Section 9 of the Retirement Plan for Directors of H.B. Fuller
Company--1994 Revision, the Company hereby amends the Plan as follows:
1. Section 4 is amended by adding the following additional sentences at
the end thereof, to read as follows:
"Notwithstanding the foregoing, but subject to the limitations of Section
11, a Director may elect to receive 90% of the present value of the
benefit payable to the Director under this Section 4 in a lump sum. The
lump sum will be paid on the date the installment payments described in
this section would otherwise begin, and it will be in lieu of any other
benefit payments to the Director and his or her Beneficiary. Such an
election shall be made in writing delivered to the Administrator at least
30 days prior to the date the Director's installment payments would
otherwise begin, and it will be irrevocable when received by the
Administrator. The present value of a Director's installment payments will
be determined by discounting the payments at a rate equal to the average
interest rate on 30-year U.S. Treasury obligations as of the last day of
the second month preceding the month in which the lump sum payment is
made."
2. Section 5(e) of the Plan is amended in its entirety, to read as
follows:
"(e) Present Value The present value of installment payments will be
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determined by discounting the payments at a rate equal to the average
interest rate on 30-year U.S. Treasury obligations as of the last day
of the second month preceding the month in which the lump sum payment
is made."
3. A new Section 13 is added to the Plan, to read as follows:
"13. CHANGE IN CONTROL
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(a) Special Provisions. Notwithstanding anything in this Plan to
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the contrary, the following provisions will apply upon and
after the occurrence of a Change in Control:
(i) Each Director will be deemed to have completed 10
Years of Service or, if greater, the Years of Service
actually completed by the Director.
(ii) Each Director will be deemed to have attained age 60
or, if greater, the age actually attained by the
Director.
(iii) The Plan may not be amended in a manner that would
reduce, impair, or otherwise adversely affect a
Director's right to receive any benefit under the
Plan, and the Plan may not be terminated with respect
to any Director, without the Director's written
consent. In addition, any amendment to or termination
of the Plan that reduces, impairs, or otherwise
adversely affects a Director's right to receive any
benefit which is adopted or effected, without the
Director's written consent, during the 12 consecutive
month period immediately preceding the occurrence of
a Change in Control shall be null and void from the
date of its adoption.
(b) Limitation; Make Whole Payment.
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(i) If any payments or other benefits due to a Director
under this Plan and/or under any other plan or
program of the Company would be subject to the tax
(the `Excise Tax') imposed by section 4999 of the
Code, and if the amount of the Director's `parachute
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payments' (as defined in section 280G(b)(2) of the
Code) with respect to such Change in Control does not
exceed 330% of the Director's `base amount' (as
defined in section 280G(b)(3) of the Code), then such
payments or other benefits shall be adjusted until
the amount of the parachute payments equals 299% of
such base amount. The adjustments shall be made in
such manner, and to such payments or other benefits,
as the Director and the Company shall mutually agree.
(ii) If any payments or other
benefits due to the Director under this Plan and/or
under any other plan or program of the Company would
be subject to the Excise Tax, and if the amount of
the Director's parachute payments (as defined in
subparagraph (i)) exceeds 330% of the Director's base
amount (as defined in subparagraph (i)), the Company
shall pay to the Director an additional amount (the
`Make Whole Payment') so that the net amounts
retained by the Director, after the deduction of the
Excise Tax and any federal, state, local, and foreign
income taxes and Excise Taxes imposed upon the Make
Whole Payment, shall be equal to the payments and
other benefits the Director would have received in
the absence of the Excise Tax. The Make Whole Payment
shall be paid to the Director at least 30 days prior
to the date on which the Excise Tax is payable by the
Director.
(iii) For purposes of determining
the amount of the Make Whole Payment, the Director
shall be deemed to pay federal income tax at the
highest marginal rate of federal income taxation in
the calendar year(s) in which the Make Whole Payment
is to be made and state, local and foreign income
taxes at the highest marginal rates of taxation in
the state and locality or foreign jurisdiction of the
Director's residence, net of the reduction in federal
income taxes which could be obtained from any
deduction or credit attributable to the state, local
or foreign taxes. If, after a Make Whole Payment has
been made, the Excise Tax is determined to be less
than the Make Whole Payment, the Director shall repay
to the Company at the time that the amount of such
reduction in Excise Tax is finally determined the
portion of the Make Whole Payment attributable to
such reduction, plus interest on the amount of such
repayment at the rate provided in section
1274(b)(2)(B) of the Code. If, after a Make Whole
Payment has been made, the Excise Tax is determined
to exceed the amount of the Make Whole Payment
(including by reason of any payment the existence or
amount of which cannot be determined at the time of
the Make Whole Payment), the Company shall make an
additional Make Whole Payment in respect of such
excess, plus interest on the amount of such payment
at the rate provided in section 1274(b)(2)(B) of the
Code, at the time that the amount of such excess is
finally determined.
(c) Definitions. For the purposes of this section:
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(i) A `Change in Control' shall be deemed to have
occurred upon any of the following events:
(A) a change in the control of the Company of a
nature that would be required to be reported
in accordance with Regulation 14A promulgated
under the Securities Exchange Act of 1934
(the `Exchange Act'), whether or not the
Company is then subject to such reporting
requirement;
(B) 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 13d-3 promulgated
under the Exchange Act), directly or
indirectly, of securities of the Company
representing 15% or more of the Voting Power
of the Company then outstanding;
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(C) the individuals who, as of the effective date
of this Section 13, 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);
(D) the approval of the shareholders of the
Company of: (1) 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;
(2) any sale, lease, exchange or other
transfer in one transaction or series of
related transactions of substantially all of
the assets of the Company; or (3) the
adoption of any plan or proposal for the
complete or partial liquidation or
dissolution of the Company; or
(E) 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.
(ii) `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 other than the voting power of
any of the shares of Series A preferred stock
outstanding as of the effective date of this Section
13.
(iii) `Code' means the Internal Revenue Code of 1986, as
amended."
This amendment shall be effective as of the date of this instrument, and it
shall apply to all eligible Directors whose benefit payments had not commenced
on that date.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed this
10/th/ day of February , 1999.
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H.B. FULLER COMPANY
/s/ Albert P.L. Stroucken
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Chief Executive Officer
/s/ Norbert R. Berg
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Chairman Compensation Committee
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