Exhibit 10.5


 


This document constitutes part of a prospectus
covering securities that 

have been registered under the Securities Act of 1933.


 


3M COMPANY


3M 2008 LONG-TERM INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


FOR U.S. EMPLOYEES


 


[PARTICIPANT NAME]


 


1.  Grant of Restricted Stock Units.  This Agreement confirms that on [GRANT DATE] (the “Grant
Date”), 3M Company (the “Company”) granted you
Restricted Stock Units (the “Restricted Stock Units”) with respect to [NUMBER
OF SHARES GRANTED] shares of Common Stock of the Company, subject to the terms
and conditions of this Agreement and the 2008 Long-Term Incentive Plan (the “2008
Plan”).


 


2.  Definitions.  Capitalized terms used and not
defined herein shall have the same meaning as in the 2008 Plan.


 


3.  Vesting of Restricted Stock Units.  Your Restricted Stock Units will vest over
three years, as long as you remain continuously employed by the Company or an
Affiliate from the Grant Date until each vesting date or if you Retire before
any such date; provided that such Restricted Stock Units will vest immediately
in the event of your death or “disability” within the meaning of section
409A(a)(2)(C) of the Code (upon your demonstration to the satisfaction of
the Committee that you are so “disabled”) before such date.  Assuming you have met the conditions for
vesting described above, this means that the first one-third of your Restricted
Stock Units will vest on the first anniversary of the Grant Date, the second
one-third of your Restricted Stock Units will vest on the second anniversary of
the Grant Date, and the remaining one-third of your Restricted Stock Units will
vest on the third anniversary of the Grant Date.  Once the Restricted Stock Units have vested,
the Company will issue in your name and promptly deliver to you the number of
shares of Common Stock equal to the number of your vested Restricted Stock
Units (less any amounts required to be withheld for tax purposes).  Until your Restricted Stock Units have vested
and resulted in the issuance to you of actual shares of 3M Common Stock, they
may not be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of.


 


4.  Dividend Equivalents.  During the Restricted Period of these
Restricted Stock Units, the Company will credit to an account on your behalf
Dividend Equivalents equal to the amount of dividends that would have been paid
on these Restricted Stock Units had you actually owned the same number of
shares of Common Stock of the Company. 
On each vesting date of these Restricted Stock Units, the Company will
pay you in cash the amount of the accumulated Dividend Equivalents attributable
to the number of Restricted Stock Units that vest on such date; provided,
however, that in the event any or all of these Restricted Stock Units are forfeited
prior to such date then the accumulated Dividend Equivalents attributable to
such forfeited Restricted Stock Units will be forfeited as well.


 


5.  Responsibility for Taxes. 
As a condition of the vesting of these Restricted Stock Units (as well
as the Dividend Equivalents attributable to such Restricted Stock Units), you
agree to assist the Company and/or your employer in satisfying all withholding
and payment on account obligations resulting from such vesting.  In this regard, you authorize the Company
and/or your employer to withhold all applicable income, payroll or other taxes
legally payable by you from your wages or other cash compensation paid to you
by the Company and/or your employer or


 


This document constitutes part of a prospectus
covering securities that 

have been registered under the Securities Act of 1933.


 


from proceeds of the sale
of shares of Common Stock. 
Alternatively, the Company may (1) sell or arrange for the sale of
shares of Common Stock that you acquire to meet the withholding obligation for
these taxes, and/or (2) withhold in shares of Common Stock, provided that
the Company only withholds the amount of shares of Common Stock necessary to
satisfy the minimum withholding amount. 
If the Company or your employer satisfies the obligation for these taxes
due in connection with Restricted Stock Units by withholding a number of shares
of Common Stock as described herein, you will be deemed to have been issued the
full number of shares of Common 


 


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Stock subject to these
Restricted Stock Units, notwithstanding that a number of the shares of Common
Stock are held back solely for the purpose of paying the taxes due as a result
of the vesting of the Restricted Stock Units.


 


6.  Nature of Grant. 
In accepting the grant of these Restricted Stock Units, you acknowledge
that:


 


(a)           the 2008 Plan is established
voluntarily by the Company, it is discretionary in nature and it may be
modified, amended, suspended or terminated by the Company at any time, unless
otherwise provided in the 2008 Plan;


 


(b)           the grant of the Restricted Stock
Units is voluntary and occasional and does not create any contractual or other
right to receive future grants of restricted stock units, or benefits in lieu
of restricted stock units, even if restricted stock units have been granted
repeatedly in the past;


 


(c)           all decisions with respect to future
restricted stock unit grants, if any, will be at the sole discretion of the
Compensation Committee of the 3M Board of Directors;


 


(d)           your participation in the 2008 Plan
shall not create a right to further employment with your employer and shall not
interfere with the ability of your employer to terminate your employment
relationship at any time with or without cause;


 


(e)           the Restricted Stock Units are not
part of your regular or expected compensation for any purpose, including, but
not limited to, calculating any severance payments, bonuses, life insurance,
disability, pension or retirement benefits or similar payments;


 


(f)            the Company is not providing any
tax, legal or financial advice, nor is the Company making any recommendations
regarding your participation in the 2008 Plan, or your acquisition or sale of
the underlying shares of Common Stock; and


 


(g)           you
are hereby advised to consult with your own personal tax, legal and financial advisors
regarding your participation in the 2008 Plan before taking any action related
to the 2008 Plan.


 


7.  Governing Law. 
These Restricted Stock Units and the provisions of this Agreement are
governed by, and subject to, the laws of the State of Delaware, as provided in
the 2008 Plan.


 


For purposes of
litigating any dispute that arises concerning the grant of these Restricted
Stock Units or this Agreement, you and the Company agree and consent to the
jurisdiction of the State of Minnesota, and agree that such litigation shall be
conducted in the courts of Ramsey County, Minnesota, or the federal courts for
the United States for the District of Minnesota, where this grant is made
and/or to be performed.


 


8.  Entire Agreement.  The 2008 Plan and this Agreement constitute the
entire agreement of the parties and supersede all prior undertakings and
agreements with respect to the subject matter contained herein.


 


By
accepting the grant of these Restricted Stock Units, you agree to all of the
terms and conditions described above and in the 2008 Plan.


 


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