<PAGE>
As filed with the Securities and Exchange Commission on October 21, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0268370
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1200 Willow Lake Boulevard
St. Paul, Minnesota 55110-5101
(Address of Principal Executive Offices) (Zip Code)
H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(Full title of the plan)
Copy to:
Richard C. Baker Jay L. Swanson
H.B. Fuller Company Dorsey & Whitney LLP
1200 Willow Lake Boulevard Pillsbury Center South
St. Paul, Minnesota 55110-5101 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(651) 236-5900
(Telephone number, including area code, of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 100,000 shares $58.625 $ 5,862,500 $1,629.78
Deferred Compensation Obligations(2) $15,000,000 100% $ 15,000,000(3) $4,170.00
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</TABLE>
(1) Estimated in accordance with Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the high and low prices for Common
Stock on the Nasdaq National Market on October 19, 1999.
(2) The Deferred Compensation Obligations are unsecured obligations of H.B.
Fuller Company to pay deferred compensation in the future in accordance with the
terms of the H.B. Fuller Key Employee Deferred Compensation Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of 1933,
as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in this Part I will be
sent or given to eligible employees, as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRTION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of H.B. Fuller Company (the "Company")
which have been filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this registration
Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended November 28, 1998;
(b) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since November 28, 1998; and
(c) the description of the Company's Common Stock, par value $1.00
per share, contained in any registration statement filed by
the Company under the Exchange Act, including any amendments
or reports filed for the purpose of updating any such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities offered hereby are shares of Common Stock of the Company
and Deferred Compensation Obligations (as defined below) of the Company which
are being offered to eligible employees of the Company and its participating
affiliated corporations under the H.B. Fuller Key Employee Deferred Compensation
Plan (the "Plan"). The Plan permits participants to eligible compensation and/or
cash incentive compensation in accordance with the terms of the Plan. The amount
of compensation to be deferred by each participant will be based on elections by
each participant under the terms of the Plan. The amounts of eligible
compensation and cash incentive compensation deferred by participants under the
Plan are referred to as "Deferred Compensation Obligations." The Deferred
Compensation Obligations are denominated in U.S. Dollars or measured by the
value of Company Common Stock and will be payable in the form of dollars or
shares of Company Common Stock on the date or dates selected by each participant
in accordance with the terms of the Plan or on such other date or dates as
specified in the Plan. The Deferred Compensation Obligations that have been
credited to participant's Company Common Stock accounts may be convertible into
Common Stock of the Company, subject to the approval of the Plan by the
Company's shareholders.
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In connection with the Plan, the Company has created a non-qualified
grantor trust (the "Trust"), commonly known as a "Rabbi Trust." The assets held
in the Trust are intended to be used to pay benefits payable under the Plan. The
assets of the Trust are subject to the claims of general creditors of the
Company.. As a result, the Deferred Compensation Obligations will be unfunded
and unsecured obligations of the Company to pay deferred compensation in the
future in accordance with the terms of the Plan, and will rank equally with
other unsecured and unsubordinated indebtedness of the Company from time to time
outstanding.
The amounts of eligible compensation and cash incentive compensation
deferred by a participant (a "Deferral") will be credited with earnings and
investment gains and losses by treating the Deferral as if it were invested in
one or more investment options selected by the participant in accordance with
the terms of the Plan. The investment options include various investment funds
with different degrees of risk. Participants may reallocate amounts among the
various investment options periodically, subject to acceptance by the
Compensation Committee. The Deferrals will not actually be invested in the
investment options available under the Plan. Rather, the Trust will invest its
assets in variable universal life insurance contracts on the lives of the
participants. The Trust is the owner of the policies and the Trust is the
beneficiary of such policies.
The Company will also credit to participants' Deferral Company Matching
Stock accounts certain amounts specified in the Plan related to and reduced by
matching contributions under the Company's 401(k) plan. The Plan provides that
the Company may audit a participant's Company Common Stock account with
additional amounts, at its sole discretion.
The Company reserves the right to amend the Plan at any time, including
the right to completely terminate the Plan and distribute the benefits payable
under the Plan to the participants in the Plan. No amendment will reduce the
benefits credited to any participant's account as of the date of such amendment.
A participant's rights or the rights of any other person to receive
payment of Deferred Compensation Obligations may not be sold, assigned,
transferred, pledged, garnished or encumbered, except by a written designation
of a beneficiary under the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richard C. Baker, who has given an opinion of counsel with respect to
the securities to which the registration statement relates, is an employee and
officer (Vice President, Secretary and General Counsel) of the Company. As of
October 14, 1999, Richard C. Baker owned, directly or indirectly, 12,142 shares
of the Company's Common Stock and is eligible for participation in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide that the Company will indemnify directors,
officers and employees (and will 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 (the
"MBCA"), Section 302A.521, as now enacted or hereafter amended.
MBCA Section 302A.521 provides that a corporation shall indemnify a
person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against judgments, penalties,
fines, including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person: (1) has not been indemnified
by another organization or employee benefit plan for the same judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding with respect to the same acts or omissions; (2)
acted in good faith; (3) received no improper personal benefit and Section
302A.255 (with respect to director conflicts of interest), if applicable, has
been satisfied; (4) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (5) in the case of acts or
omissions occurring in the Official Capacity (as such term is defined in Section
302A.521, Subd. 1(c)(1) and (2)), reasonably believed that the conduct was in
the best interests
3
<PAGE>
of the corporation, or in the case of acts or omissions occurring in such
person's Official Capacity (as such term is defined in Section 302A.521, Subd.
1(c)(3)), reasonably believed that the conduct was not opposed to the best
interests of the corporation.
The Company's Articles of Incorporation provide that a director of the
Company is not personally liable to the Company or its shareholders for monetary
damages for a breach of fiduciary duty as a director, except for (a) liability
based upon a breach of the director's duty of loyalty to the Company or its
shareholders; (b) liability for acts or omissions not in good faith or that
involve intentional misconduct or knowing violation of law; (c) liability based
upon the payment of an improper dividend or an improper repurchase of the
Company's stock under Section 302A.559 of the MBCA or upon violation of federal
or state securities laws; (d) liability for any transaction from which the
director derived an improper personal benefit; or (e) liability for any act or
omission occurring prior to the date Article VI of the Company's Articles of
Incorporation became effective. The Company's Articles of Incorporation also
provide that, if the MBCA is subsequently amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Company will be limited to the fullest extent permitted by the
MBCA. Any repeal or modification of Article VI of the Company's Articles of
Incorporation, which contains the aforementioned provisions regarding director
liability and indemnification, will not adversely affect any limitation on the
personal liability of a director of the Company existing at the time of such
repeal or modification, and will be made only upon the affirmative vote of 95.5%
of votes represented by shares of the Common Stock and all series of Preferred
Stock then outstanding voting as a single class of the Company present, in
person or by proxy, at a meeting of shareholders duly called for such purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -------------
<S> <C>
4.1 H.B. Fuller Company Key Employee Deferred Compensation Plan.
5 Opinion of Richard C. Baker
23.1 Consent of Richard C. Baker (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
4
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on October 14, 1999.
H.B. FULLER COMPANY
By /s/ Albert P. L. Stroucken
----------------------------------------
Albert P. L. Stroucken
President and Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
By /s/ Albert P. L. Stroucken Dated: October 14, 1999
----------------------------------------
Albert P. L. Stroucken
President and Chief Executive Officer
and Director
(principal executive officer)
By /s/ Raymond A. Tucker Dated: October 14, 1999
------------------------
Raymond A. Tucker
Chief Financial Officer and Treasurer
(principal financial officer)
By /s/ David J. Maki Dated: October 14, 1999
---------------------------------------
David J. Maki
Vice President and Controller
(principal accounting officer)
By /s/ Anthony L. Andersen Dated: October 14, 1999
-------------------------
Anthony L. Andersen
Chair, Board of Directors and Director
By /s/ Norbert R. Berg Dated: October 14, 1999
----------------------------------------
Norbert R. Berg
Director
By /s/ Edward L. Bronstien, Jr. Dated: October 14, 1999
----------------------------------------
Edward L. Bronstien, Jr.
Director
By /s/ Robert J. Carlson Dated: October 14, 1999
----------------------------------------
Robert J. Carlson
Director
By /s/ Freeman A. Ford Dated: October 14, 1999
----------------------------------------
Freeman A. Ford
Director
By /s/ Gail D. Fosler Dated: October 14, 1999
----------------------------------------
Gail D. Fosler
Director
<PAGE>
By /s/ Reatha Clark King Dated: October 14, 1999
--------------------------------------
Reatha Clark King
Director
By /s/ Walter Kissling Dated: October 14, 1999
--------------------------------------
Walter Kissling
Director
By /s/ John J. Mauriel, Jr. Dated: October 14, 1999
--------------------------------------
John J. Mauriel, Jr.
Director
By /s/ Lee R. Mitau Dated: October 14, 1999
--------------------------------------
Lee R. Mitau
Director
By /s/ Rolf Schubert Dated: October 14, 1999
--------------------------------------
Rolf Schubert
Director
By /s/ Lorne C. Webster Dated: October 14, 1999
--------------------------------------
Lorne C. Webster
Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 H.B. Fuller Company Key Employee Deferred Compensation Plan.
5 Opinion of Richard C. Baker
23.1 Consent of Richard C. Baker (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
</TABLE>
<PAGE>
H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
H.B. Fuller Company, a Minnesota corporation, hereby establishes the
H.B. Fuller Company Key Employee Deferred Compensation Plan, effective as of
October 14, 1999, in order to provide deferred compensation to certain key
employees of H.B. Fuller Company. The purpose of the H.B. Fuller Key Employee
Deferred Compensation Plan is to assist H.B. Fuller Company in retaining key
employees, encouraging their long term commitment to the company's success, and
attracting key employees by offering them an opportunity to defer compensation
and participate in the success of H.B. Fuller Company, and allowing them to
share in increases in the value of H.B. Fuller Company.
ARTICLE I
DEFINITIONS
SECTION 1.1 - DEFINITIONS. When used in this document with initial
capital letters, the following terms have the meanings indicated unless a
different meaning is plainly required by the context:
(a) "ACCOUNT" or "ACCOUNTS" means the account or accounts established
and maintained for a Participant pursuant to Article IV of the Plan. A
Participant's Accounts shall consist of the Participant's Deferred Compensation
Account, the Participant's Company Stock Account and the Participant's Company
Matching Stock Account.
(b) "ALLOCATION REQUEST FORM" means such form or forms as may be
approved by the Company from time to time for use by a Participant to request:
(i) an allocation of certain deferred compensation and/or an allocation or
reallocation of a Participant's Deferred Compensation Account among available
investment options pursuant to Section 7.2(c), and (ii) that certain deferred
compensation be allocated to the Participant's Company Stock Account pursuant to
Section 7.1.
(c) "BOARD OF DIRECTORS" means the Board of Directors of H.B.
Fuller Company.
(d) "CHANGE IN CONTROL" means:
(i) 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;
(ii) 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)
1
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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;
(iii) the individuals who, as of the date of this Plan, 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);
(iv) the approval of the shareholders of the Company 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
(v) 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 definition, "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 date of this Plan.
(e) "CODE" means the Internal Revenue Code of 1986, as amended.
(f) "COMMON STOCK" means the Common Stock, par value $1.00 per share,
of H.B. Fuller Company as such stock may be reclassified, converted or exchanged
by reorganization, merger or otherwise.
(g) "COMPANY" means the H.B. Fuller Company, a Minnesota corporation.
(h) "COMPANY MATCHING STOCK ACCOUNT" means the Account established and
maintained for a Participant as a record of the matching units measured by the
value of Company Common Stock credited to an Account for the Participant.
2
<PAGE>
(i) "COMPANY STOCK ACCOUNT" means the Account established and
maintained for a Participant as a record of the Participant's hypothetical
investments in units of Company Common Stock.
(j) "COMPENSATION COMMITTEE" means the Compensation Committee of the
Board of Directors or such other person or persons as may be designated by the
Board of Directors to act on behalf of the Board of Directors in the
administration of the Plan.
(k) "DEFERRAL ELECTION FORM" means such form or forms as may be
approved by the Compensation Committee from time to time for use by a
Participant to elect to defer compensation under the Plan.
(l) "DEFERRED COMPENSATION Account" means the Account established and
maintained for a Participant as a record of the amounts deferred by the
Participant under the Plan and the Participant's hypothetical investments in
available investment options.
(m) "DISABILITY" means the total and permanent disability of a
Participant which entitles the Participant to a disability benefit under a
disability program sponsored or maintained by the Participant's Participating
Employer; provided, that if no such program is applicable to the Participant,
then "Disability" with respect to such Participant means that, based on medical
evidence reasonably satisfactory to the Compensation Committee, the Participant
is totally and permanently unable to engage in any occupation or gainful
employment for which the Participant is reasonably suited by background,
training, education or experience.
(n) "DISCRETIONARY AMOUNTS" means the units measured by the value of
Company Common Stock credited to a Participant's Account pursuant to Section
4.4.
(o) "DISTRIBUTABLE EVENT" means an event identified as such in Section
6.1.
(p) "ELIGIBLE COMPENSATION"
(i) The "Eligible Compensation" of a Participant for any
period means, except as provided in the succeeding
paragraphs of this subsection, the sum of all
remuneration paid to the Participant during such
period for service as an employee of a Participating
Employer as base salary and wages, overtime pay,
shift differential premium, commissions, cash bonuses
(other than vacation bonuses), sick pay and
short-term disability benefits, increased by the
amount of pre-tax contributions made on behalf of the
Participant by a Participating Employer pursuant to
the terms of the H.B. Fuller Company Thrift Plan for
that period and by the net amount of compensation
reductions experienced by the Participant during such
period under any cafeteria plan described in section
125 of the Code maintained by the Participating
Employer. Eligible Compensation will not include
amounts deferred or paid under an agreement between
the Participating Employer and the Participant that
is not a plan qualified under section 401(a) of the
Code except this Plan, any matching
3
<PAGE>
contributions made pursuant to the provisions of the
H.B. Fuller Company Thrift Plan, contributions made
or benefits (other than short-term disability
benefits) paid by the Participating Employer under
any other employee benefit plan, expatriate premiums
or amounts realized by the Participant upon the
exercise of a nonqualified stock option, the lapse of
restrictions applicable to restricted stock or any
disposition of stock acquired under a qualified or
incentive stock option.
(ii) A Participant's Eligible Compensation for any year
shall be determined without regard to section
401(a)(17) of the Code.
(iii) Notwithstanding the provisions of paragraph (i)
above, a Participant's Eligible Compensation will not
include:
(A) any remuneration not paid in cash;
(B) the value of life insurance coverage
included in the Participant's wages under
section 79 of the Code;
(C) any car allowance or moving expense or
mileage reimbursement;
(D) severance pay;
(E) payments under any plan of deferred
compensation except this Plan;
(F) any benefit under any qualified or
nonqualified stock option or stock purchase
plan; or
(G) any awards under the Short-Term Incentive
Plan or the Performance Unit Plan.
(q) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
(r) "PARTICIPANT" means an individual identified as such under Article
III of the Plan.
(s) "PARTICIPATING EMPLOYER" means any employer participating in the
Plan pursuant to Article II of the Plan.
(t) "PERFORMANCE UNIT PLAN" means the H.B. Fuller Company Performance
Unit Plan, as amended.
(u) "PLAN" means the H.B. Fuller Company Key Employee Deferred
Compensation Plan, as of its original effective date, including any amendments
thereto, which is unfunded and maintained by H.B. Fuller Company and its
affiliated companies primarily for the purpose of
4
<PAGE>
providing deferred compensation for a select group of management or highly
compensated employees of H.B. Fuller Company.
(v) "SHORT-TERM INCENTIVE PLAN" means the H.B. Fuller Company
Short-Term Incentive Plan providing annual cash incentive opportunities.
(w) "TRUST" means the Trust or Trusts described in Section 12.4. Any
such Trust shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan. Participants and their beneficiaries
shall have no beneficial ownership interest in any assets of any such Trust.
(x) "TRUSTEE" means the corporation or person or persons selected by
the Company to serve as Trustee for a Trust or Trusts.
(y) "VESTED" means an interest in the benefit described under the Plan
which may be payable to or on behalf of the Participant in accordance with the
terms of the Plan.
ARTICLE II
PARTICIPATING EMPLOYERS
SECTION 2.1 - ELIGIBILITY. To be eligible to adopt and participate in
the Plan, an employer must be a member of the "controlled group" of
corporations, which shall be based upon section 414 of the Code except that the
phrase "at least 50 percent" shall be substituted for the phrase "at least 80
percent" each place it appears in sections 414 and 1563(a), that includes the
Company.
SECTION 2.2 - PARTICIPATION REQUIREMENTS. The Company, the sponsor of
the Plan, and any other affiliated company that is or becomes eligible to adopt
the Plan and become a Participating Employer pursuant to Section 2.1 of the Plan
may adopt the Plan and become a Participating Employer in the Plan provided that
such affiliated company declares in writing to be subject to the terms and
conditions of the Plan and files such declaration with the Compensation
Committee. The date on which such eligible company may become a Participating
Employer in the Plan shall be the date such declaration is filed with the
Compensation Committee or such later date specified in the declaration. Each of
the Participating Employers agrees to make payments of their allocable portion
of the benefits provided under the Plan to their respective Participants. The
respective benefit payment obligations of the Participating Employers are not
secured in any way. Such obligations constitute no more than unfunded and
unsecured promises of payment and performance. Each Participating Employer shall
be responsible for, and shall have the obligation of, its allocable share of
costs and expenses incurred with respect to the operation and administration of
the Plan, and shall be responsible for, and have the obligation of, the payment
of any benefits payable under the Plan with respect to any employees of such
Participating Employer who are Participants in the Plan and eligible to receive
benefits under the terms of the Plan.
SECTION 2.3 - RECORDKEEPING AND REPORTING. Each Participating Employer
shall maintain records sufficient to determine the benefits (and the
compensation sources of such
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benefits) which may become payable to or with respect to any employee of such
Participating Employer who is a Participant in the Plan and to provide such
Participants any reports which may be required under the terms of the Plan or
by law.
SECTION 2.4 - TERMINATION OF PARTICIPATION. A Participating Employer,
other than the Company, may withdraw from participation in the Plan at any time
by providing the Company with 30 days advance written notice of such withdrawal
from participation and the effective date of such Participating Employer's
withdrawal, which 30-day notice period may be waived by the Company. In
addition, the Company may terminate a Participating Employer's participation in
the Plan by providing such Participating Employer with 30 days advance written
notice, which 30-day notice period may be waived by the Participating Employer.
A Participating Employer which terminates its participation in the Plan shall
remain obligated under the Plan with respect to deferrals made prior to such
termination by its Participants (including subsequent investment performance
adjustments), unless otherwise expressly agreed by the Company with the Company
fully assuming such obligations.
SECTION 2.5 - SEPARATE ACCOUNTING. The Company shall establish and
maintain separate Accounts for each of the Participating Employers and their
respective Participants. Such separate accounting is intended to comply with
section 404(a)(5) of the Code and section 1.404(a)-12 of the Treasury
Regulations (which provide that an employer can deduct the amounts contributed
to a nonqualified plan in the taxable year in which an amount attributable to
the contribution is includable in the gross income of employees participating in
the plan, but, in the case of a plan in which more than one employee
participates only if separate accounts are maintained for each employee).
ARTICLE III
ELIGIBILITY AND PARTICIPATION
SECTION 3.1 - ELIGIBILITY. Each executive or key level employee of a
Participating Employer who is paid at the pay grade of at least thirty-two (32)
shall be eligible to participate in the Plan effective as of the later of the
effective date of the Plan or the date on which such individual first achieves
the pay grade of at least thirty-two (32); provided, however, that the
Compensation Committee shall determine pay grade status and determine
eligibility to participate in the Plan with respect to each such executive and
key level employee. In addition, the Compensation Committee may by express
action designate other management level or highly compensated employees of the
Participating Employers as eligible to participate in the Plan. If the
Compensation Committee designates a management level or highly compensated
employee of a Participating Employer as eligible to become a Participant in the
Plan, the Compensation Committee shall inform the employee in writing of such
designation and the date on which the employee shall become a Participant in the
Plan.
SECTION 3.2 - PARTICIPATION. An individual eligible to participate in
the Plan shall become a Participant upon the filing with the Compensation
Committee of a completed Deferral Election Form and acceptance of such form by
the Compensation Committee. The name of each individual eligible to participate
in the Plan and the date on which such individual becomes a
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Participant in the Plan shall be recorded on Exhibit A, which exhibit is
attached hereto and incorporated herein by reference and which shall be revised
by the Compensation Committee from time to time to reflect the operation of the
Plan. Once an individual becomes a Participant in the Plan, the individual shall
remain a Participant until the benefits which may be payable to the individual
under the Plan have been distributed to or on behalf of the individual.
SECTION 3.3 - SUSPENSION OF ELIGIBILITY. The Compensation Committee may
in its discretion determine that a Participant will no longer be eligible to
participate in the Plan and in such event, the Participant's compensation
deferral election made in accordance with Article IV will immediately terminate
and no additional amounts shall be credited to his or her Accounts under
Sections 7.1(a), (b), (c) and 7.2(a) until such time as the individual is again
determined to be eligible to participate in the Plan by the Compensation
Committee and makes a new election under Article IV. However, the Accounts of
such Participant shall continue to be adjusted by the other provisions of
Sections 7.1 and 7.2 until fully distributed.
ARTICLE IV
BENEFITS
SECTION 4.1 - DEFERRED COMPENSATION. A Participant may elect to defer
receipt of part or all of any one or more of the following items of
compensation:
(a) Eligible Compensation;
(b) Short-Term Incentive Plan awards; and
(c) Performance Unit Plan awards.
A Participant may defer an item of compensation only to the extent that the
Participant is entitled to receive such item of compensation. Upon such
deferral, the Participant will have no further right to such deferred
compensation other than as provided under the Plan. Such deferred compensation
shall be the record of the value of such deferred compensation credited to a
Participant's Account and shall be used solely for accounting purposes.
SECTION 4.2 - FORM AND EFFECTIVENESS OF DEFERRAL ELECTIONS.
(a) Each year a Participant may elect to defer up to 25%, or in special
circumstances such greater percentage as determined by the Compensation
Committee based upon whether the compensation paid to the Participant would be
fully deductible for federal or state income tax purposes under Code section
162(m), of his or her Eligible Compensation for the following calendar year. The
Participant is required to file his or her deferral election before December 31
specifying the portion of the Eligible Compensation to be earned in the
succeeding calendar year that is to be deferred. For the first year of operation
of the Plan, any deferral election must be made prior to January 1, 2000, the
beginning of the period of service for which the compensation is payable.
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(b) An election by a Participant to defer a portion of his or her
Eligible Compensation pursuant to subsection (a) must be made by the Participant
for the calendar year beginning after the calendar year in which occurs the date
of said election and the amounts so deferred shall be paid only as provided in
this Plan. Such an election must be irrevocable and must be made in the form and
manner prescribed by the Compensation Committee and shall not be effective
unless accepted by the Compensation Committee. The Participant may change the
amount of, or suspend, future deferrals with respect to Eligible Compensation
otherwise payable to him or her for calendar years beginning after the date of
change or suspension as he or she may specify by written notice to the
Compensation Committee. If a Participant elects to change the amount of, or
suspend, deferrals, the Participant may make a new deferral election provided
that any new election to defer payment of Eligible Compensation must be made
before the beginning of the period of service for which the Eligible
Compensation is payable, which period is the calendar year. The election to
defer shall be irrevocable as to the deferred Eligible Compensation for the
period for which the election is made and shall not be effective unless accepted
by the Compensation Committee.
(c) In addition to amounts deferred by a Participant pursuant to
subsections (a) and (b), each year a Participant may elect to defer all or a
portion of any Short-Term Incentive Plan award and all or a portion of any
Performance Unit Plan award that would otherwise be payable to the Participant
under those plans. An election by a Participant to defer any award that would
otherwise be payable under either the Short-Term Incentive Plan or the
Performance Unit Plan must be made before the first day of the calendar year in
which occurs the end of the fiscal year of the Participant's Participating
Employer for which such award is determined. Such a deferral election is
irrevocable and must be made in the form and manner prescribed by the
Compensation Committee and shall not be effective unless accepted by the
Compensation Committee. The period of deferral and form of distribution of an
award shall be determined in accordance with the elections made under this
subsection (c) and in accordance with the provisions of this Plan.
(d) Notwithstanding any provision herein to the contrary, if the
Participant is eligible to participate in the H.B. Fuller Company Thrift Plan,
the amount deferred by such Participant under this Section 4.2 of the Plan for
any year shall be conditioned upon the Participant having made the maximum
elective deferrals under section 402(g) of the Code or permitted under the terms
of the H.B. Fuller Company Thrift Plan. If the Participant is eligible to
participate in the H.B. Fuller Company Thrift Plan, to be eligible to make
deferrals under the Plan for any calendar year, such Participant must have
elected to make the maximum elective deferrals under section 402(g) of the Code
or permitted under the terms of the H.B. Fuller Company Thrift Plan. The
calculation of whether the Participant has made the required maximum
contribution under the H.B. Fuller Company Thrift Plan will be made as of the
beginning of the calendar year to which deferrals under the Plan are applicable.
Once that determination has been made, the Participant may make deferrals under
the Plan. No elective contribution or qualified employer matching contribution
made with respect to the H.B. Fuller Company Thrift Plan will be deferred or
contributed to the Plan or a Trust.
SECTION 4.3 - MATCHING AMOUNTS. If for any year a Participant who is a
participant in the H.B. Fuller Company Thrift Plan makes an election under
Section 4.2 to defer Eligible
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Compensation or any Short-Term Incentive Plan award or any Performance Unit Plan
award pursuant to the provisions of Section 4.2, that Participant's
Participating Employer will credit the Participant's Company Matching Stock
Account with matching units which shall be measured by the value of Company
Common Stock and which will be calculated for the year as follows:
(a) three percent (3%) of such Participant's Eligible Compensation for
the portion of the year during which the Participant had deferred Eligible
Compensation credited to his or her Account under the terms of the Plan, and
such Participant's Short-Term Incentive Plan award and Performance Unit Plan
award determined for the year;
(b) the amount determined in subsection (a) of this Section 4.3 shall
be reduced by the amount of the employer matching contribution actually made by
the Participant's Participating Employer to the H.B. Fuller Company Thrift Plan
on behalf of the Participant.
SECTION 4.4 - DISCRETIONARY AMOUNTS. In addition to amounts deferred by
a Participant under Section 4.2 and the matching amounts determined under
Section 4.3, a Participating Employer may from time to time, in its sole
discretion, credit a Participant's Company Stock Account with additional amounts
(denominated in units which shall be measured by the value of Company Common
Stock). Such additional amounts shall be authorized for such purpose or purposes
as the Participating Employer may deem appropriate, including, without
limitation, as mirror employer matching contributions or contributions made by
the Participating Employer with respect to the H.B. Fuller Company Thrift Plan.
SECTION 4.5 - PARTICIPANT ACCOUNTS. A Company Stock Account, a Deferred
Compensation Account and a Company Matching Stock Account shall be established
and maintained for each Participant. The Company Stock Account and the Company
Matching Stock Account shall be credited with units which shall be measured by
the value of the shares of Common Stock. The Deferred Compensation Account shall
be credited with amounts which shall be measured in dollars. The Company Stock
Account shall be credited as described in Section 7.1 for deferred amounts
attributable to (a) awards under the Short-Term Incentive Plan, and the
Performance Unit Plan as may be allocated to the Company Stock Account pursuant
to Section 7.1, (b) Discretionary Amounts, and (c) such amounts of Eligible
Compensation as may be allocated to the Company Stock Account pursuant to
Section 7.1. The Company Matching Stock Account shall be credited as described
in Section 7.1(c) for deferred amounts attributable to (a) the matching amounts
determined under Section 4.3, and (b) the matching amounts determined under
Section 7.1. The Deferred Compensation Account shall be credited as described in
Section 7.2 for any deferred amounts attributable to (a) such amounts of
Eligible Compensation as may be allocated to the Deferred Compensation Account
pursuant to Section 7.2, and (b) Short-Term Incentive Plan awards and
Performance Unit Plan awards as may be allocated to the Deferred Compensation
Account pursuant to Section 7.2.
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ARTICLE V
VESTING
SECTION 5.1 - VESTED BENEFIT. A Participant shall be considered to be
100% Vested in the units and amounts credited to his or her Accounts under the
Plan.
SECTION 5.2 - LIMITATION ON BENEFITS. The benefits that may be payable
to or on behalf of a Participant under the Plan shall not exceed a cash payment
equal to the value of the amounts credited to the Participant's Deferred
Compensation Account and a distribution of that number of shares of Common Stock
equal to the number of units credited to the Participant's Company Stock Account
(with any fractional unit being rounded to the next highest whole unit) and the
Participant's Company Matching Stock Account (with any fractional unit being
rounded to the next highest whole unit).
ARTICLE VI
DISTRIBUTIONS
SECTION 6.1 - DISTRIBUTABLE EVENTS. A Participant's Distributable Event
shall be the first to occur of the following events:
(a) The Participant's sixty-fifth (65th) birthday;
(b) Disability (as defined in Section 1.1(m));
(c) The Participant's death;
(d) The first date on which the Participant is no longer an
employee of any Participating Employer;
(e) The effective date of the termination of the Plan pursuant to
Section 14.1;
(f) Termination for cause subject to and in accordance with
Section 6.6; or
(g) Such other date as elected and specified by the Participant in
the Distribution of Benefits Form, which election is subject
to approval by the Compensation Committee and which shall be
made only at the time of the Participant's initial elections
on such form and if the election is approved, it shall be
irrevocable.
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SECTION 6.2 - DISTRIBUTION OF BENEFITS.
(a) DISTRIBUTION COMMENCEMENT DATE. Except any withdrawals made
pursuant to Section 6.3 which shall be distributed in accordance with that
section, distribution of a Participant's Plan benefit shall commence as of the
first day of the second calendar month immediately following the calendar month
in which the Participant's applicable Distributable Event occurs.
(b) FORM OF DISTRIBUTION. Benefits attributable to the value of the
Deferred Compensation Account shall be delivered to the Participant in dollars.
Benefits attributable to the Company Stock Account and the Company Matching
Stock Account shall be delivered to the Participant in the form of shares of
Common Stock subject to the approval of the Plan by the shareholders during the
annual meeting of shareholders in April 2000. To the extent that the
distribution is in the form of shares of Common Stock, such delivery shall be
subject to all federal or state securities laws or other rules and regulations
as determined by the Company to be applicable.
(c) PAYMENT OPTIONS. In the event a Participant becomes eligible to
receive a payment of benefits under the Plan, the benefits payable to the
Participant or, in the event of the Participant's death, to the Participant's
designated beneficiary under the Plan shall be paid in accordance with one of
the payment options available under the Plan as elected by the Participant on
the Participant's Deferral Election Form. The Participant may elect separate
payment options with respect to the Deferred Compensation Account, the Company
Stock Account and the Company Matching Stock Account. A Participant may change
payment options by electing another payment option available under the Plan on a
subsequent Deferral Election Form, but such change in payment option will not be
effective until the lapse of a period of twelve (12) months following the date
on which the Deferral Election Form was accepted by the Compensation Committee.
Further, in no event will any such change in payment option be effective if such
change is elected during the calendar year in which the Distributable Event
occurs and no further elections may be made once a Distributable Event occurs.
The payment options include installment payments over a period certain, a lump
sum payment, and such other payment method as may be specified by the
Participant and accepted by the Compensation Committee. The Compensation
Committee may, in its sole discretion, reduce the payment period over which
payments would have been made pursuant to the payment option elected by the
Participant (including consolidation into a lump sum); provided, that in the
event of a Change in Control, no reduction of a payment period may be made prior
to the fifth anniversary of such Change in Control. Absent a payment option
election, the Compensation Committee shall direct the payment of any benefits
payable under the Plan to or on behalf of the Participant in eleven (11)
substantially equal annual installment payments to the Participant, or in the
event of the Participant's death, to the Participant's designated beneficiary
under the Plan.
(d) APPLICATION FOR DISTRIBUTION. A Participant shall not be required
to make application to receive payment. Distribution shall not be made to any
beneficiary, however, until such beneficiary shall have filed a written
application for benefits in a form acceptable to the
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Compensation Committee and such application shall have been approved by the
Compensation Committee.
(e) CODE SECTION 162(m) DELAY. If the Compensation Committee determines
that delaying the time of the initial payments are made or commenced would
increase the probability that such payments would be fully deductible for
federal or state income tax purposes, the Company may unilaterally delay the
time of the making or commencement of payments for up to twenty-four (24) months
after the date such payments would otherwise be payable.
SECTION 6.3 - EARLY WITHDRAWALS. Notwithstanding any provision in this
Plan to the contrary, a Participant may request, by providing a written request
to the Compensation Committee, a withdrawal prior to the distribution date under
the Plan of all or any portion of his or her benefits from any of his or her
Accounts under the Plan in increments of 25% (of aggregate Account value). If
such a request is approved by the Compensation Committee, which decision by the
Compensation Committee shall be made in its sole discretion on a case by case
basis, a distribution of such benefits may be made to the Participant subject to
a penalty for such an early withdrawal at any point equal to a six-month period
of nonparticipation (during which no additional amounts will be credited to the
Participant's Accounts under Sections 7.1(a), (b), (c) and 7.2(a) of the Plan)
for each 25% increment withdrawn. The nonparticipation period would begin as of
the date on which the request made by the Participant is approved by the
Compensation Committee. As a result, a Participant withdrawing his or her entire
benefit from all of his or her Accounts would be excluded from eligibility to
participate in the Plan for a 24-month period beginning as of the date of such
approval by the Compensation Committee. In addition, a penalty of 10% of the
amount withdrawn will be imposed on any withdrawal made pursuant to this Section
6.3.
SECTION 6.4 - DISTRIBUTIONS AS A RESULT OF TAX DETERMINATION.
Notwithstanding any provision in this Plan to the contrary, if, at any time, a
court or the Internal Revenue Service determines that any amounts or units
credited to a Participant's Accounts under the Plan or Trust are includable in
the gross income of the Participant and subject to tax, the Compensation
Committee may, in its sole discretion, permit a lump sum distribution of an
amount equal to the amounts or units determined to be includable in the
Participant's gross income.
SECTION 6.5 - NO PARACHUTE PAYMENT. An event described in Sections
6.1(d), (e), and (g) shall not constitute a Distributable Event if the
Compensation Committee in its reasonable discretion following consultation with
appropriate tax and/or legal advisors reasonably determines that such
distribution will likely constitute a parachute payment for purposes of section
280G of the Code. Furthermore, if such event occurs subsequent to a Change in
Control, the Compensation Committee shall, at the Company's expense, promptly
request a written opinion of the "independent auditor" with respect to the
applicability of such section 280G and such event shall not constitute a
Distributable Event unless and until the independent auditor delivers its
written unqualified opinion, a copy of which shall be provided to the
Participant, to the effect that a distribution of benefits as a result of such
event will not constitute a parachute payment under section 280G of the Code. As
used in this Section 6.5, the term "independent auditor" means the firm of
certified public accountants which at the time of the Change in Control had been
most recently engaged by the Company or such other comparable and
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nationally recognized firm of certified public accountants as may be selected by
the Compensation Committee in its reasonable discretion.
SECTION 6.6 - DISTRIBUTION UPON TERMINATION FOR CAUSE. In the event
that a Participant is terminated for "cause" (as defined below), the Company
may, in its discretion, treat such termination or any date subsequent thereto as
a Distributable Event. For purposes of this Plan, termination for "cause" means
termination based on any of the following:
(a) The willful and continued failure by the Participant to
substantially perform the Participant's duties with a Participating Employer
(other than any such failure resulting from the Participant's incapacity due to
physical or mental illness) after a written demand for substantial performance
is delivered to the Participant specifically identifying the manner in which the
Participant has not substantially performed the Participant's duties;
(b) The engaging by the Participant in willful misconduct which is
demonstrably injurious to any one or more of the Participating Employers
monetarily or otherwise; or
(c) The conviction of the Participant of a felony.
ARTICLE VII
VALUATION OF BENEFITS
SECTION 7.1 - COMPANY STOCK ACCOUNT AND COMPANY MATCHING STOCK ACCOUNT.
(a) DEFERRED AMOUNTS. If a Participant elects to defer compensation in
accordance with Section 4.2, the Participant may make an irrevocable election
pursuant to this Section 7.1(a) to have a portion or all of such deferred
compensation allocated to the Company Stock Account and measured by the value of
Company Common Stock. This irrevocable election must be made at the time the
deferral elections are made under Section 4.2 in the form and manner prescribed
by the Compensation Committee, and will not be effective unless accepted by the
Compensation Committee. If the Participant makes an election pursuant to this
Section 7.1(a) to have a portion or all of such deferred compensation allocated
to the Company Stock Account and measured by the value of Common Stock, the
Participant's Company Stock Account shall be credited with the number of units
(including fractions thereof) equal to the number of shares (including fractions
thereof) of Common Stock that could have been purchased with the dollar amount
of such deferred compensation determined as of the last business day of the
month, based on the last sale price as reported on the Nasdaq National Market on
such date, in which such compensation would have otherwise been paid to the
Participant. Each unit credited to the Company Stock Account shall be measured
by the value of one share of Common Stock and treated as though invested in a
share of Common Stock. Subject to subsection (f) of this Section 7.1, the
liability of a Participating Employer under the Plan with respect to the units
credited to the Company Stock Account shall be satisfied only in shares of
Company Common Stock, subject to the approval of the Plan by the shareholders
during the annual meeting of shareholders in April 2000.
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(b) DISCRETIONARY AMOUNT. When a Participant's Company Stock Account is
to be credited for a Discretionary Amount, it shall be credited with that number
of units (including fractions thereof) of Common Stock equal to the number of
such shares (including fractions thereof) that could have been purchased with
the dollar amount of the Discretionary Amount based upon the value of such
shares as of the last business day of the month during which such Discretionary
Amount is determined by the Participating Employer.
(c) COMPANY MATCHING STOCK ACCOUNT.
(i) When a Participant's Company Matching Stock Account
is to be credited with matching units pursuant to
Section 4.3, said Account shall be credited with that
number of units (including fractions thereof) equal
to the number of shares (including fractions thereof)
of Common Stock that could have been purchased with
the dollar amount of such deferred compensation
determined as of the last business day of the month,
based on the last sale price as reported on the
Nasdaq National Market on such date, in which such
compensation would have otherwise been paid to the
Participant.
(ii) In addition to the matching units credited to the
Company Matching Stock Account under paragraph (i)
above, if a Participant makes an election under
Section 7.1(a) to have deferred compensation
allocated to the Company Stock Account and measured
by the value of Company Common Stock, the
Participant's Participating Employer shall credit the
Participant's Company Matching Stock Account with
that number of units (including fractions thereof)
that shall be equal to ten percent (10%) of the
number of units (including fractions thereof) that
were credited to the Participant's Company Stock
Account under Section 7.1(a) determined as of the
last business day of the month, based on the last
sale price as reported on the Nasdaq National Market
on such date, in which such compensation would have
otherwise been paid to the Participant.
(iii) Each unit credited to the Company Matching Stock
Account shall be measured by the value of one share
of Common Stock and treated as though invested in a
share of Common Stock. Subject to subsection (f) of
this Section 7.1, the liability of a Participating
Employer under the Plan with respect to the units
credited to the Company Matching Stock Account shall
be satisfied only in shares of Company Common Stock,
subject to the approval of the Plan by the
shareholders during the annual meeting of
shareholders in April 2000.
(d) DIVIDENDS. A Participant's Company Stock Account and the
Participant's Company Matching Stock Account shall be credited on each Common
Stock dividend payment date with that number of units equal to the number of
shares which would have been acquired based upon the dividends paid by the
Company on shares of Common Stock equal to the number of units credited to the
Company Stock Account and the Company Matching Stock Account, respectively, as
of the record date for such dividend.
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(e) STOCK DIVIDENDS. The number of units credited to the Company Stock
Account and the Company Matching Stock Account shall be adjusted to reflect any
change in the outstanding Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change.
(f) TRANSFER UPON CHANGE IN CONTROL. In the event of a Change in
Control, effective as of the close of business on the date of the Change in
Control, each Participant's Deferred Compensation Account shall be credited with
an amount measured in dollars equal to the value of such Participant's Company
Stock Account and the Participant's Company Matching Stock Account based upon
the fair market value of the Company Common Stock on such date and the
Participant's Company Stock Account and the Participant's Company Matching Stock
Account shall be closed and the Participant shall have no further interest in
the said Accounts.
SECTION 7.2 - DEFERRED COMPENSATION ACCOUNT.
(a) DEFERRED AMOUNTS. When a Participant's Deferred Compensation
Account is to be credited with a deferred amount, that amount measured in
dollars equal to such deferred amount shall be credited to the Deferred
Compensation Account as of the close of business on the date that such amount
would have otherwise been paid to the Participant.
(b) INTEREST. Subject to Section 7.2(c), as of the close of the last
day of each calendar quarter, an additional amount shall be credited to each
Participant's Deferred Compensation Account equal to the product of (i) the
average daily balance in such Deferred Compensation Account for the quarter,
multiplied by (ii) one-fourth of the annual prime rate for corporate borrowers
quoted at the beginning of the quarter by the WALL STREET JOURNAL (or such other
comparable interest rate as the Compensation Committee may designate from time
to time).
(c) INVESTMENT OPTIONS. The Compensation Committee may permit a
Participant to allocate the Participant's Deferred Compensation Account among
one or more investment options for purposes of measuring the value of the
benefit. To the extent that the Deferred Compensation Account is allocated to an
investment option, it shall not be credited with interest under Section 7.2(b).
That portion of the Deferred Compensation Account allocated to an investment
option shall be deemed to be invested in such investment option and shall be
valued as if so invested, reflecting all earnings, losses and other
distributions or charges and changes in value which would have been incurred
through such an investment. The determination of which investment options, if
any to make available, and the continued availability of selected investment
options rests in the Compensation Committee's sole discretion; provided, that
subsequent to a Change in Control, the Compensation Committee shall maintain the
availability of those investment options in place at the time of the Change in
Control (or substantially equivalent investment options).
(d) PARTICIPANT ALLOCATION REQUEST. A Participant's request to allocate
or reallocate among investment options must be in writing on an Allocation
Request Form in such increments as the Compensation Committee may require. All
such requests are subject to acceptance by the Compensation Committee at its
discretion. If accepted by the Compensation Committee, an
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allocation request will be effective as of the close of business on the
allocation date (as defined in Section 7.4).
SECTION 7.3 - HYPOTHETICAL ACCOUNTS. The Accounts established under
this Plan shall be hypothetical in nature and shall be maintained for
bookkeeping purposes only. Neither the Plan nor any of the Accounts (or
sub-accounts) shall hold or be required to hold any actual funds or assets.
SECTION 7.4 - ALLOCATION DATE. Upon acceptance of an allocation request
pursuant to Section 7.2, the Compensation Committee will process the request as
soon as reasonably administratively practicable and the request shall be
implemented and reflected in the Participant's Account as of the close of
business on such date as may be determined by the Compensation Committee in its
reasonable discretion (the "allocation date").
ARTICLE VIII
NONTRANSFERABILITY
SECTION 8.1 ANTI-ALIENATION OF BENEFITS. Any benefits which may be
credited to a Participant's Accounts under the Plan, and any rights or
privileges pertaining thereto, may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process; and no interest or right to receive a benefit may be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings.
SECTION 8.2 - INCOMPETENT PARTICIPANTS. If any person who may be
eligible to receive a payment under the Plan has been legally declared
incompetent and a conservator or other person legally charged with the care of
such person or of his or her estate has been appointed, any payment under the
Plan to which the person is eligible to receive shall be paid to such
conservator or other person legally charged with the care of the person or his
or her estate. Any such payment shall be a payment for the account of such
person and a complete discharge of any liability of the Participating Employers
and the Plan therefor.
SECTION 8.3 - DESIGNATED BENEFICIARY. In the event of a Participant's
death prior to the payment of all or a portion of any benefits which may be
payable with respect to the Participant under the Plan, the payment of any
benefits payable on behalf of the Participant under the Plan shall be made to
the Participant's beneficiary designated on a "Beneficiary Designation Form,"
which form shall be approved by the Compensation Committee. If no such
beneficiary has been designated, payment shall be made as required under the
Participant's will; or, in the event that there shall be no functioning will
under applicable state law, then to such persons as, at the date of the
Participant's death, would be entitled to share in the distribution of such
deceased Participant's personal estate under the provisions of the applicable
statute then in force governing the decedent's intestate property, in the
proportions specified in such statute.
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ARTICLE IX
WITHHOLDING
SECTION 9.1 - WITHHOLDING. The amounts payable pursuant to the Plan may
be reduced by the amount of any federal, state or local taxes required by law to
be withheld with respect to such payments.
ARTICLE X
VOTING
SECTION 10.1 - VOTING OF COMPANY STOCK. No Participant shall be
entitled to any voting rights with respect to any units credited to his or her
Company Stock Account or his or her Company Matching Stock Account.
ARTICLE XI
ADMINISTRATION OF THE PLAN
SECTION 11.1 - ADMINISTRATOR. The administrator of the Plan shall be
the Company. However, the Compensation Committee shall act on behalf of the
Company with respect to the administration of the Plan and may delegate
authority with respect to the administration of the Plan to such other
committee, person or persons as it deems necessary or appropriate for the
administration and operation of the Plan.
SECTION 11.2 - AUTHORITY OF ADMINISTRATOR. The Company shall have the
authority, duty and power to interpret and construe the provisions of the Plan
as it deems appropriate, to adopt, establish and revise rules, procedures and
regulations relating to the Plan, to determine the conditions subject to which
any benefits may be payable, to resolve all questions concerning the status and
rights of the Participants and others under the Plan, including, but not limited
to, eligibility for benefits and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The Company
shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing payments hereunder. The determinations,
interpretations, regulations and calculations of the Company shall be final and
binding on all persons and parties concerned. The Secretary of the Company shall
be the agent of the Plan for the service of legal process in accordance with
section 502 of ERISA.
SECTION 11.3 - OPERATION OF PLAN AND CLAIMS PROCEDURES. The Company
shall be responsible for the general operation and administration of the Plan
and for carrying out the provisions thereof. The Company shall be responsible
for the expenses incurred in the administration of the Plan. The Company shall
also be responsible for determining eligibility for payments and the amounts
payable pursuant to the Plan. The Company shall be entitled to rely conclusively
upon all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by
the Company
17
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with respect to the Plan. The procedures for filing claims for payments under
the Plan are described below. For claims procedures purposes, the
"Claims Manager" shall be the Company.
(a) CLAIMS FORMS. It is the intent of the Company to make payments
under the Plan without the Participant having to complete or submit any claims
forms. However, a Participant who believes he or she is entitled to a payment
under the Plan may submit a claim for payments in writing to the Company. Any
claim for payments under the Plan must be made by the Participant or his or her
beneficiary in writing and state the claimant's name and the nature of benefits
payable under the Plan on a form acceptable to the Company. If for any reason a
claim for payments under the Plan is denied by the Company, the Claims Manager
shall deliver to the claimant a written explanation setting forth the specific
reasons for the denial, specific references to the pertinent provisions of the
Plan on which the denial is based, a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary, and information on the
procedures to be followed by the claimant in obtaining a review of his or her
claim, all written in a manner calculated to be understood by the claimant. For
this purpose:
(i) The claimant's claim shall be deemed to be filed when
presented orally or in writing to the Claims Manager.
(ii) The Claims Manager's explanation shall be in writing
delivered to the claimant within 90 days of the date
the claim is filed.
(b) REVIEW. The claimant shall have 60 days following his or her
receipt of the denial of the claim to file with the Claims Manager a written
request for review of the denial. For such review, the claimant or the
claimant's representative may review pertinent documents and submit written
issues and comments.
(c) DECISION ON REVIEW. The Claims Manager shall decide the issue on
review and furnish the claimant with a copy within 60 days of receipt of the
claimant's request for review of the claimant's claim. The decision on review
shall be in writing and shall include specific reasons for the decision, written
in a manner calculated to be understood by the claimant, as well as specific
references to the pertinent provisions in the Plan on which the decision is
based. If a copy of the decision is not so furnished to the claimant within such
60 days, the claim shall be deemed denied on review. In no event may a claimant
commence legal action for benefits the claimant believes are due the claimant
until the claimant has exhausted all of the remedies and procedures afforded the
claimant by this Section 11.3.
(d) DEADLINE TO FILE CLAIM. To be considered timely under the Plan's
claim and review procedure, a claim must be filed with the Company within one
(1) year after the claimant knew or reasonably should have known of the
principal facts upon which the claim is based.
(e) EXHAUSTION OF ADMINISTRATIVE REMEDIES. The exhaustion of the claim
and review procedure is mandatory for resolving every claim and dispute arising
under this Plan. As to such claims and disputes:
18
<PAGE>
(i) no claimant shall be permitted to commence any legal
action to recover Plan benefits or to enforce or
clarify rights under the Plan under section 502 or
section 510 of ERISA or under any other provision of
law, whether or not statutory, until the claim and
review procedure set forth herein have been exhausted
in their entirety; and
(ii) in any such legal action all explicit and all
implicit determinations by the Company (including,
but not limited to, determinations as to whether the
claim, or a request for a review of a denied claim,
was timely filed) shall be afforded the maximum
deference permitted by law.
(f) DEADLINE TO FILE LEGAL ACTION. No legal action to recover Plan
benefits or to enforce or clarify rights under the Plan under
section 502 or section 510 of ERISA or under any other
provision of law, whether or not statutory, may be brought by
any claimant on any matter pertaining to this Plan unless the
legal action is commenced in the proper forum before the
earlier of:
(i) thirty (30) months after the claimant knew or
reasonably should have known of the principal facts
on which the claim is based, or
(ii) six (6) months after the claimant has exhausted the
claim and review procedure.
(g) KNOWLEDGE OF FACTS BY PARTICIPANT IMPUTED TO BENEFICIARY.
Knowledge of all facts that a Participant knew or reasonably
should have known shall be imputed to every claimant who is or
claims to be a beneficiary of the Participant or otherwise
claims to derive an entitlement by reference to the
Participant for the purpose of applying the previously
specified periods.
SECTION 11.4 - PARTICIPANT'S ADDRESS. Each Participant shall keep the
Company informed of his or her current address and the current address of his or
her beneficiary. The Company shall not be obligated to search for any person. If
the location of a Participant is not made known to the Company within three (3)
years after the date on which payment of the Participant's benefits payable
under the Plan may be made, payment may be made as though the Participant had
died at the end of the three-year period. If, within one (1) additional year
after such three-year period has elapsed, or, within three (3) years after the
actual death of a Participant, the Company is unable to locate any designated
beneficiary of the Participant, then neither the Company nor any other
Participating Employer shall have any further obligation to pay any benefit
under the Plan to or on behalf of such Participant or designated beneficiary and
such benefit shall be irrevocably forfeited.
19
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ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.1 - NO EMPLOYMENT RIGHTS. Neither the Plan nor any action
taken under the Plan shall be construed as providing any Participant any right
to be retained in the service or employ of any Participating Employer.
SECTION 12.2 - PARTICIPANTS SHOULD CONSULT ADVISORS. Neither any
Participating Employer, nor their respective directors, officers, employees or
agents makes any representation or warranty with respect to the federal, state
or other tax, financial, estate planning, or the securities or other legal
implications of participation in the Plan. Participants should consult with
their own tax, financial and legal advisors with respect to their participation
in the Plan.
SECTION 12.3 - UNFUNDED AND UNSECURED. The Plan shall at all times be
considered entirely unfunded both for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended, and no
provision shall at any time be made with respect to segregating assets of any
Participating Employer for payment of any amounts under the Plan. Any funds
invested under the Plan allocable to a Participating Employer shall continue for
all purposes to be part of the respective general assets of such Participating
Employer and available to the general creditors of such Participating Employer
in the event of a bankruptcy (involvement in a pending proceeding under the
Federal Bankruptcy Code) or insolvency (inability to pay debts as they mature)
of such Participating Employer. The Company shall promptly notify the Trustee
and the applicable Participants of such bankruptcy or insolvency of a
Participating Employer. No Participant or any other person shall have any
interests in any particular assets of any Participating Employer by reason of
the right to receive a benefit under the Plan and to the extent the Participant
or any other person acquires a right to receive benefits under the Plan, such
right shall be no greater than the right of any general unsecured creditor of
any Participating Employer. The Plan constitutes a mere promise by the
Participating Employers to make payments to the Participants in the future.
Nothing contained in the Plan shall constitute a guaranty by any Participating
Employer or any other person or entity that any funds in any trust or the assets
of any Participating Employer will be sufficient to pay any benefit under the
Plan. Furthermore, no Participant shall have any right to a benefit under the
Plan except in accordance with the terms of the Plan.
20
<PAGE>
SECTION 12.4 - THE TRUST.
(a) ESTABLISHMENT OF TRUST. In order to provide assets from which to
fulfill the obligations to the Participants and their beneficiaries under the
Plan, each Participating Employer may establish a Trust by a trust agreement
with a third party, the Trustee, to which such Participating Employer may, in
its discretion, contribute cash or other property, including securities issued
by the Company or such other Participating Employer, to provide for the benefit
payments under the Plan. The Trustee for each Trust will have the duty to invest
the Trust assets and funds in accordance with the terms of such Trust. Each
Participating Employer shall be entitled at any time, and from time to time, in
its sole discretion, to substitute assets of at least equal fair market value
for any assets held in such Trust established by such Participating Employer.
All rights associated with the assets of each such Trust will be exercised by
the Trustee of the Trust or the person designated by such Trustee, and will in
no event be exercisable by or rest with Participants or their beneficiaries.
Each such Trust shall provide that in the event of the insolvency of the
Participating Employer that established such Trust, the Trustee shall hold the
assets for the benefit of the general creditors of that Participating Employer.
Each such Trust shall be based on the model trust contained in Internal Revenue
Service Revenue Procedure 92-64.
(b) CONTRIBUTION UPON CHANGE IN CONTROL. If as of the close of business
on the date of a Change in Control, the aggregate value of the Participant
Accounts exceeds the value of the assets held in a Trust established under
subsection (a), then within thirty (30) days of such Change in Control, each
Participating Employer that has established such a Trust shall contribute to
such Trust assets having a value at least equal to the amount of such excess.
SECTION 12.5 - PLAN PROVISIONS. Except when otherwise required by the
context, any singular terminology shall include the plural.
SECTION 12.6 - SEVERABILITY. If a provision of the Plan shall be held
to be illegal or invalid, the illegality or invalidity shall not affect the
remaining parts of the Plan and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
SECTION 12.7 - APPLICABLE LAW. To the extent not preempted by the laws
of the United States, the laws of the State of Minnesota shall apply with
respect to the Plan.
SECTION 12.8 - STOCK SUBJECT TO PLAN. Subject to and in accordance with
the terms of the Plan, the maximum number of shares of Common Stock that shall
be made available for purposes of satisfying the obligations of the
Participating Employers under the Plan is 100,000 shares, subject to adjustment
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change.
21
<PAGE>
ARTICLE XIII
AMENDMENTS
SECTION 13.1 - AMENDMENT OF THE PLAN. The Company reserves the power to
alter, amend or wholly revise the Plan at any time and from time to time by the
action of the Board of Directors and the interest of each Participant is subject
to the powers so reserved; provided, however, that no amendment made subsequent
to a Change in Control shall be effective to the extent that it would have a
materially adverse impact on a Participant's reasonably expected economic
benefit attributable to compensation deferred by the Participant prior to the
Change in Control. An amendment shall be authorized by the Board of Directors
and shall be stated in an instrument in writing signed in the name of the
Company by a person or persons authorized by the Board of Directors. After the
instrument has been so executed, the Plan shall be deemed to have been amended
in the manner therein set forth, and all parties interested herein shall be
bound thereby. No amendment to the Plan may alter, impair, or reduce the
benefits credited to any Accounts prior to the effective date of such amendment
without the written consent of any affected Participant.
ARTICLE XIV
TERM OF PLAN
SECTION 14.1 - TERM OF THE PLAN. The Company may at any time terminate
the Plan by action of the Board of Directors with such termination being
effective as of the date that all Participant Accounts have been distributed to
Participants in accordance with and subject to the provisions of Article VI of
the Plan including, without limitation, Section 6.5 of the Plan. Effective as of
the date of such Board of Directors action (or such later date as may be
specified therein) all Section 4.1 compensation deferral elections will
terminate and no further amounts shall be credited to any Accounts of any
Participant under Sections 7.1(a), (b), (c) and 7.2(a) after such date. However,
the Participants' Accounts shall continue to be adjusted by the other provisions
of Sections 7.1 and 7.2 until all benefits are distributed to the Participants
or to the Participants' beneficiaries.
Dated as of this 14th day of October , 1999.
------------ -------------------
H.B. FULLER COMPANY
By: /s/ Albert P.L. Stroucken
------------------------------
Title: Chief Executive Officer
----------------------------
22
<PAGE>
EXHIBIT A
H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN PARTICIPANTS
NAME OF INDIVIDUALS DATE OF PARTICIPATION
ELIGIBLE TO PARTICIPATE ELIGIBILITY DATE OF PARTICIPATION
- ------------------------ ---------------------- ---------------------
23
<PAGE>
[LETTERHEAD]
Exhibit 5
October 14, 1999
Board of Directors
H.B. Fuller Company
1200 Willow Lake Boulevard
St. Paul, Minnesota 55110-5101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission relating to 100,000 shares of Common Stock, par value $1.00 per share
(the "Shares"), of H.B. Fuller Company (the "Company") and $15,000,000 of
deferred compensation obligations (the "Deferred Compensation Obligations") of
the Company's Key Employee Deferred Compensation Plan (the "Plan").
As Vice President, Secretary and General Counsel of the Company, I, or
other attorneys reporting to me, have acted as counsel to the Company in
connection with the preparation and filing of the Registration Statement. In
such capacity, I, or other attorneys reporting to me, have examined the
corporate records of the Company, including its Restated Articles of
Incorporation, as amended, it Bylaws, minutes of all meetings of its directors
and shareholders, and other documents which I have deemed relevant or necessary
as the basis for my opinions as hereinafter set forth.
Based on the foregoing, I am of the opinion that the Shares, when
issued and paid for in accordance with the Plan (or, if the Shares are issued in
consideration of services, when issued in accordance with the Plan and the
provision of Section 302A.405 of the Minnesota Statutes relating to the issuance
of shares for services rendered or to be rendered) will be duly authorized,
validly issued, fully paid and nonassessable.
In addition, based on the foregoing, I am of the opinion that the
Deferred Compensation Obligations have been duly authorized and, when created in
accordance with the terms of the Plan, will be valid and binding obligations of
the Company enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
application relating to or affecting enforcement of creditors' remedies or by
general principles of equity.
My opinions expressed above are limited to the laws of the State of
Minnesota.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the caption "Interests
of Named Experts and Counsel" contained in the Registration Statement.
Very truly yours,
/s/ Richard C. Baker
Richard C. Baker
Vice President, Secretary and General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of H.B. Fuller Company of our report dated January 8, 1999
relating to the financial statements, which appears in the Annual Report of Form
10-K. We also consent to the incorporation by reference of our report dated
January 8, 1999 relating to the financial statement schedules, which appears in
the Form 10-K
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
October 15, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Albert P. L. Stroucken and Richard
C. Baker, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) thereto, relating to the
issuance of 100,000 shares of Common Stock of H.B. Fuller Company pursuant to
the H.B. Fuller Company Key Employee Deferred Compensation Plan (the "Plan") and
an aggregate of $15,000,000 of deferred compensation obligations to be offered
under the Plan, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 14th
day of October, 1999, by the following persons:
Signature Title
/s/ Albert P. L. Stroucken President and Chief Executive Officer
- ------------------------------ and Director (principal executive officer)
Albert P. L. Stroucken
/s/ Raymond A. Tucker Chief Financial Officer
- ------------------------------ and Treasurer (principal financial officer)
Raymond A. Tucker
/s/ David J. Maki Vice President and Controller
- ------------------------------ (principal accounting officer)
David J. Maki
/s/ Anthony L. Andersen Chair, Board of Directors and Director
- ------------------------------
Anthony L. Andersen
/s/ Norbert R. Berg Director
- ------------------------------
Norbert R. Berg
/s/ Edward L. Bronstien, Jr. Director
- ------------------------------
Edward L. Bronstien, Jr.
/s/ Robert J. Carlson Director
- ------------------------------
Robert J. Carlson
/s/ Freeman A. Ford Director
- ------------------------------
Freeman A. Ford
<PAGE>
/s/ Gail D. Fosler Director
- ------------------------------
Gail D. Fosler
/s/ Reatha Clark King Director
- ------------------------------
Reatha Clark King
/s/ Walter Kissling Director
- ------------------------------
Walter Kissling
/s/ John J. Mauriel, Jr. Director
- ------------------------------
John J. Mauriel, Jr.
/s/ Lee R. Mitau Director
- ------------------------------
Lee R. Mitau
/s/ Rolf Schubert Director
- ------------------------------
Rolf Schubert
/s/ Lorne C. Webster Director
- ------------------------------
Lorne C. Webster
- --------
1 Estimated in accordance with Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the registration
fee, based on the average of the high and low prices for Common Stock on the
Nasdaq National Market on October 19, 1999.
2 The Deferred Compensation Obligations are unsecured obligations of H.B. Fuller
Company to pay deferred compensation in the future in accordance with the terms
of the H.B. Fuller Key Employee Deferred Compensation Plan.
3 Estimated solely for the purpose of calculating the amount of the registration
fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
