EXHIBIT
10.4


 


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 on February 9, 2012, as long as you remain employed by the Company or
an Affiliate from the Grant Date until the vesting date or if you Retire before
such vesting 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.  In
the event that you Retire on or before October 1, 2009, a portion of these
Restricted Stock Units (75% of such Units if your last day in active status is
during the first quarter of 2009, 50% if your last day in active status is
during the second quarter of 2009, and 25% if your last day in active status is
in the third quarter of 2009) will be forfeited on the effective date of your
Retirement and the remainder of these Restricted Stock Units will still vest on
the vesting 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.]


 


[3.  Vesting
of Restricted Stock Units. 
Your Restricted Stock Units will vest on February 9, 2012, as long
as you remain employed by the Company or an Affiliate from the Grant Date until
the vesting date or if you Retire before such vesting 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.  In the event that you
Retire before the vesting date, a portion of these Restricted Stock Units
(determined by multiplying the entire number of such Restricted Stock Units by
a fraction, the numerator of which is the number of months between your
Retirement date and the vesting date and the denominator of which is the number
of months between the Grant Date and the vesting date) will be forfeited on the
effective date of your Retirement and the remainder of these Restricted Stock
Units will still vest on the vesting 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 the vesting date of these Restricted Stock Units, the Company will
pay you in cash the amount of these accumulated Dividend Equivalents; provided,
however, that in the event any or all of these Restricted Stock


 


 


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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 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 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.


 


 


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                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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