H.B. Fuller Company Management Short-Term Incentive Plan



 Exhibit 10.1 
  

			
	

	 	 Rewards - Compensation
 Management Short-Term Incentive
 (STI) Plan

	 
	 

  
  
  

			
	Purpose	 	 The STI plan provides an annual performance-based cash bonus opportunity for eligible employees. This is intended to achieve a number of goals
including:
  
 •   Emphasizing
the Company’s commitment to competitive compensation practices;
  
 •   Driving a high performance culture;
  
 •   Assuring accountability;
  

•   Focusing on results, not activity; and
  
 •   Reinforcing the importance of
measurable and aligned goals and objectives.

		
	Eligibility	 	 To participate in the STI Plan, an employee must:
  
 •   Be a regular full-time or part-time employee of the Company in job grades 25 or higher. Consultants and
temporary agency employees performing services at Company facilities are not eligible to participate;
  
 •   Not qualify as a participant in any other Company variable compensation program (such as sales or unit
performance bonus programs).
  
 To receive payment under the STI Plan, the participant
must:
  
 •   Be actively
employed as of fiscal year-end;
  
 •   Have been rated at least “good” through the pay-for-performance program, as demonstrated by a PPA rating of ‘3’ or higher.

		
	Plan Design	 	 The plan design is based on financial metrics. The metrics will vary based on position and will generally include the following:
  
 •   EBITDA*
  
 •   ROGI
  
 •   Organic Sales
  
 •   Earnings Per Share
                                        
                                         
                                         
                                         
                              
 *       For administrative purposes, operating income may be used as a proxy for
EBITDA
  
 There will be 5 design standards, as follows:
  
 •   Region
  
 •   Region – Operations or Sales
Management
  
 •   Corporate/Global
  
 •   Business Unit, Country, Sub Region
  
 •   Global Accounts, Industry, Program


  

  
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	 	 Rewards - Compensation
 Management Short-Term Incentive
 (STI) Plan

	 
	 

  
  
  


			
		 	 Participant’s plan design will be based on position. Details of the design are as follows:
  
 •   Region Standard
  
 •   Applies generally to region roles,
with the exception of sales and operations.


  

									
	 	  	Metric & Weighting Per Metric
	  	EPS	 	Region Organic Revenue	 	Region EBITDA ($)	 	Region ROGI
	 EC Member
	  	30%	 	20%	 	35%	 	15%
	 Standard
	  	25%	 	25%	 	40%	 	10%


  

			
		 	 •   Region – Operations or Region Sales Management


  

									
	 	  	Metric & Weighting Per Metric
	  	EPS	 	Organic Revenue or
Operations metric	 	Region EBITDA ($)	 	Region ROGI
	 Standard
	  	25%	 	25%	 	40%	 	10%


  

			
		 	 •   Corporate/Global
  
 •   Applies to corporate functions such
as Finance, HR, Legal, Marketing, Technology, and Strategy
  


  

											
	 	  	Metric & Weighting Per Metric
	  	EPS	 	NA Composite	 	EU Composite	 	AP Composite	 	LA Composite
	 Standard
	  	30%	 	25%	 	20%	 	12.5%	 	12.5%


  

			
		 	 •   Region composite is the combination of Region Organic Revenue, EBITDA, and ROGI
results
  
 •   Business Unit,
Country, Sub Region


  

											
	 	  	Metric & Weighting Per Metric
	  	EPS	 	Region
Composite	 	BU/Country/Sub Region
Organic Revenue or
Operations
metric	 	BU/Country/Sub
Region EBITDA	 	BU/Country/Sub
Region ROGI or Net
Working
Capital
	 Standard
	  	15%	 	20%	 	20%	 	35%	 	10%


  

			
		 	 •   Global Accounts, Global Industry, Global Program


  

													
	 	  	Metric & Weighting Per Metric
	  	EPS	 	Global Account, Industry
or Program Sales	 	NA Composite	 	EU Composite	 	AP Composite	 	LA Composite
	 Standard
	  	15%	 	30%	 	20%	 	15%	 	10%	 	10%
	
	CEO Plan Design:
	
	 Metric & Weighting Per
Metric

	 EPS
	  	HBF Organic Revenue	 	HBF EBITDA ($)	 	HBF ROGI
	 30%
	  	20%	 	35%	 	15%


  

  
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	 	 Rewards - Compensation
 Management Short-Term Incentive
 (STI) Plan

	 
	 

  
  
  


			
		 	 Target
  
 •   Each metric will have a target level of performance. Payout will be determined for each metric based on
performance relative to target. The target levels of performance will be established at the beginning of each fiscal year.

		
		 	 Threshold
  
 •   Threshold performance levels will be established for each metric as follows:
  
 •   Sales, Organic Revenue: 80% of
target
  
 •   EBITDA: 80% of
target
  
 •   ROGI: 80% of
target
  
 •   EPS: 80% of
target
  
 •   Operations
Metrics: 80-90% of target, varies by metric
  
 •   Payout at the threshold level of performance will be 50% of the target allocated to that metric.
  
 Superior
  
 •   Superior performance levels will be established for each metric as follows:
  
 •   Sales, Organic Revenue: 115% of
target
  
 •   EBITDA: 115% of
target
  
 •   ROGI: 115% of
target
  
 •   EPS: 115% of
target
  
 •   Operations
Metrics: 110-120% of target, varies by metric
  
 •   Payout at the superior level of performance will be 150% of the target allocated to that metric.
  
 See Appendix for payout schedule.
  
 Superior Stretch Goal – EC
  
 •   Additional superior goals will be established for metrics for the EC members as follows:
  
 •   Organic Revenue: 125% of target
  
 •   EBITDA: 125% of target
  
 •   ROGI: 125% of target
  
 •   EPS: 125% of target
  
 •   Payout at the superior stretch goal
will be 200% of the target allocated to that metric

		
	Payment	 	 Payment will be made in cash, subject to taxes and deductions as applicable.
 Payment will be made in, or as close to possible to, January following the conclusion of the relevant Plan Year, but will be made no later than March 15th of the calendar year following the Plan Year.

		
	 Participant
 Status
 Changes
	 	 If a participant begins employment with the company during the Plan Year, bonus potential will be pro-rated for the time the participant was
employed during the Plan Year.
  
 If a participant transfers jobs and changes plan design
standards, potential bonus will be pro-rated for the time spent in each job.


  

  
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	 	 Rewards - Compensation
 Management Short-Term Incentive
 (STI) Plan

	 
	 

  
  
  


			
	Administration	  	 Participants may direct questions about the STI Plan to their local management or human resources representatives.
  
 The Compensation Committee of the Board of Directors shall make a certification decision with respect
to performance of financial metrics and consider extraordinary circumstances that may have positively or negatively impacted the achievement of the objectives. The Board or management in their discretion, reserves the right at any time to enhance,
diminish or terminate all or any portion of any compensation plan or program, on a collective or individual basis.

		
	 Relevant
 Terms
	  	 Actively Employed - A full-time or part-time employee on the Company payroll. It excludes any employee who has been terminated from
employment with the Company – voluntarily or involuntarily – in advance of fiscal year-end.
  
 Company - H.B. Fuller Company and its wholly owned subsidiaries.
  
 Eligible Earnings - Varies by region and country.
  
 Payment - The cash reward payable after conclusion of the Plan Year.
  
 Plan Year - The relevant Company fiscal year.
  
 Short Term Incentive
(STI) Plan - The program described herein. May also be referred to as “STIP” or “STI Plan”.


  

  
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	 	 Rewards - Compensation
 Management Short-Term Incentive
 (STI) Plan

	 
	 

  
  
  

 Appendix 
  

					
	 Payout Schedule
	 	 
	 Metric Performance
	 	 Payout (as % of target)
	 	 
	115%	 	150.0%	 	
	114%	 	146.7%	 	
	113%	 	143.3%	 	
	112%	 	140.0%	 	
	111%	 	136.7%	 	
	110%	 	133.3%	 	
	109%	 	130.0%	 	
	108%	 	126.7%	 	
	107%	 	123.3%	 	
	106%	 	120.0%	 	
	105%	 	116.7%	 	
	104%	 	113.3%	 	
	103%	 	110.0%	 	
	102%	 	106.7%	 	
	101%	 	103.3%	 	
	100%	 	100.0%	 	
	99%	 	97.5%	 	
	98%	 	95.0%	 	
	97%	 	92.5%	 	
	96%	 	90.0%	 	
	95%	 	87.5%	 	
	94%	 	85.0%	 	
	93%	 	82.5%	 	
	92%	 	80.0%	 	
	91%	 	77.5%	 	
	90%	 	75.0%	 	
	89%	 	72.5%	 	
	88%	 	70.0%	 	
	87%	 	67.5%	 	
	86%	 	65.0%	 	
	85%	 	62.5%	 	
	84%	 	60.0%	 	
	83%	 	57.5%	 	
	82%	 	55.0%	 	
	81%	 	52.5%	 	
	80%	 	50.0%	 	


  

			
		 	 •   Payout is calculated for each incremental increase in performance (straight line
interpolation).
  
 •   EC
members have an additional stretch superior goal as follows:
  
 •   Payout is calculated at an additional 5% for each incremental increase in performance up to 125% of metric performance (straight line interpolation).


  

  
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