H.B. FULLER COMPANY
1996 PERFORMANCE UNIT PLAN
(December 1, 1995 through November 30, 1998)
Section 1. General.
This Plan is adopted pursuant to the H.B. Fuller Company 1992 Stock Incentive Plan (the "Stock Incentive
Plan") and is subject to its terms. This Plan shall be known as the "H.B. Fuller Company Performance Unit Plan"
and is hereinafter referred to as the "Performance Unit Plan."
Section 2. Definitions.
As used in this Performance Unit Plan, the following terms shall have the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by
the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the
"Award" shall mean any right granted under this Performance Unit Plan.
"Award Agreement" shall mean any written agreement contract or other instrument or document evidencing any
Award granted under the Performance Unit Plan.
"Change in Control" shall mean:
(a) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to
such reporting requirement;
(b) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed
pursuant to Section 13(d) of the Exchange Act) by the Company or any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) that such person has become 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 combined voting power of the Company's then outstanding securities;
(c) the Continuing Directors cease to constitute a majority of the Company's Board of Directors;
(d) the shareholders of the Company approve (A) any consolidation or merger of the Company in