Exhibit 10.6


 


AMENDMENT OF THE


3M
PERFORMANCE UNIT PLAN —


409A
Compliance


 


WHEREAS,
3M has adopted and maintains the 3M Performance Unit Plan (hereinafter referred
to as the “Plan”), which Plan is intended to provide long-term incentive
compensation to key management employees of the Company based upon the Company’s
attainment of long-term performance and growth criteria; and


 


WHEREAS,
the Company wishes to amend the Plan to ensure that the Plan document complies
with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder;


 


RESOLVED,
pursuant to the authority contained in Section 12 of the Plan, such Plan
shall be and it hereby is amended as follows, effective January 1, 2009:


 


1)                                      Section 13(a) is amended to
read as follows:


 


(a) 
For purposes of this Section 13, the following words and phrases shall
have the meanings indicated below, unless the context clearly indicates
otherwise:


 


(i) “Code”
means the Internal Revenue Code of 1986, as amended.


 


2)             Section 13(c) is amended
to read as follows:


 


(b)  For purposes of this Section 13, a
Change in Control of the Company shall be deemed to have occurred only if there
is a “change in the ownership of 3M,” “change in effective control of 3M,”
and/or a “change in the ownership of a substantial portion of 3M’s assets” as
defined under Treas. Reg. Section 1.409A-3(i)(5) or such other
regulation or guidance issued under section 409A of the Code.


 

















 


3)             Section 13(f) is
amended to read as follows:


 


(f)  In the event that the payments made pursuant
to this Section 13 are finally determined to be subject to the excise tax
imposed by Section 4999 of the Code, the Company shall pay to each
Participant an additional amount such that the net amount retained by such
Participant, after allowing for the amount of such excise tax and any
additional federal, state and local income taxes paid on the additional amount,
shall be equal to the value of the Performance Units distributed to such
Participant pursuant to this Section 13. 
Payment of this additional amount shall be made as soon as
administratively feasible, but no later than two and one-half months following
the end of the Participant’s taxable year in which the Participant remits the
related taxes.


 


4)             Section 13(g) is
amended to read as follows:


 


(g)  The Company shall pay to each Participant
the amount of all reasonable legal and accounting fees and expenses incurred by
such Participant in seeking to obtain or enforce his rights under this Section 13
or in connection with any income tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Code to the
payments made pursuant to this Section 13, unless a lawsuit commenced by
the Participant for such purposes is dismissed by the court as being spurious
or frivolous.  The Company shall also pay
to each Participant the amount of all reasonable tax and financial planning
fees and expenses incurred by such Participant in connection with such Participant’s
receipt of payments pursuant to this Section 13.  Payment of these legal and accounting fees,
as well as these tax and financial planning fees and expenses, shall be made as
soon as administratively feasible, but no later than two and one-half months
following the end of the Participant’s taxable year in which the Participant
incurs these fees and expenses.