Weighting Per Metric

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

These guidelines apply to Executive Officers.

To receive payment under the STI Plan, the participant must be actively employed as of November 30.

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:

o     Sales, Organic Revenue: 90% of target

o     Operating Income/EBITDA: 80% of target

o     EPS: 80% of target

o     Gross Margin, Contribution Margin: 80% of target

●     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:

o     Sales, Organic Revenue: 110% of target

o     Operating Income/EBITDA: 120% of target

o     EPS: 120% of target

o     Gross Margin, Contribution Margin: 120% of target

●     Payout at the superior level of performance will be 200% of the target allocated to that metric.

See Appendix for payout schedule.

Payment

Payment will be made in cash, subject to taxes and deductions as applicable.

Payment will be made as close as possible to January 31 following the conclusion of the relevant Plan Year, but will be made no later than March 15^th 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.

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; provided, however, that neither the Board nor the Compensation Committee shall take any action that would cause the Section 162(m) exemption for qualified performance-based compensation to become unavailable with respect to the STI plan.

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 –prior to November 30.

Company - H.B. Fuller Company and its wholly owned subsidiaries.

Eligible Earnings – To be determined by region/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”. 

STIP Payment Schedule for EPS,

Operating Income/EBITDA, Gross

STIP Payment schedule for

Margin, Contribution Margin

Organic Revenue

Metric Performance

Payout (as % of target)

Metric Performance

Payout (as % of target)

120%

200.0%

110%

200%

119%

195.0%

109%

190%

118%

190.0%

108%

180%

117%

185.0%

107%

170%

116%

180.0%

106%

160%

115%

175.0%

105%

150%

114%

170.0%

104%

140%

113%

165.0%

103%

130%

112%

160.0%

102%

120%

111%

155.0%

101%

110%

110%

150.0%

100%

100%

109%

145.0%

99%

95%

108%

140.0%

98%

90%

107%

135.0%

97%

85%

106%

130.0%

96%

80%

105%

125.0%

95%

75%

104%

120.0%

94%

70%

103%

115.0%

93%

65%

102%

110.0%

92%

60%

101%

105.0%

91%

55%

100%

100.0%

90%

50%

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%

●

The adjusted reported revenue as disclosed in the Company’s quarterly earnings release is adjusted for currency impact compared to budgeted exchange rates.

●

The adjusted gross profit minus adjusted SG&A expenses as disclosed in the Company’s quarterly earnings release adjusted for currency impact compared to budgeted exchange rates. 

●

Total company adjustments are transferred down to the region/operating segment revenue which is impacted by the adjustments, unless not approved by the CEO.

●

Basis of targets is US dollars. The budgeted exchange rates will be used to assess performance.

●

Unbudgeted acquisitions and divestitures are excluded from the calculation.

●

At the region/operating segment level, operating income targets include corporate governance allocation at budget. In determining performance, actual corporate governance allocations will be used at the region/operating segment level. Below the region/operating segment level, the corporate governance allocation will remain at budget for measuring performance, where applicable.

●

Total company adjustments are transferred down to the region/operating segment operating income which is impacted by the adjustments, unless not approved by the CEO.

●

Basis of targets is US dollars. The budgeted exchange rates will be used to assess performance.

●

Unbudgeted acquisitions and divestitures are excluded from the calculation.

Individual legal settlements (payments or receipts) with a value (net of insurance) of $3 million or greater will not be included in metric calculations.