MMM » Topics » SECTION 15 MISCELLANEOUS

These excerpts taken from the MMM 10-K filed Feb 17, 2009.
Miscellaneous.

 

(a)                                  Nothing in this Plan or the fact that a person has received or become eligible to receive Awards hereunder shall be deemed to give such person any right to be retained in the employ of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discipline or terminate the employment of such person at any time for any reason whatsoever.  No person shall have any claim or right to receive Awards under this Plan, except as provided in accordance with the provisions of this Plan and as approved by the Committee.  Unless otherwise specifically determined by the Committee, neither the Awards themselves nor the payments received with respect to such Awards granted under this Plan will be deemed a part of any Participant’s compensation for purposes of determining such Participant’s payments or benefits under any benefit plan or severance program of the Company or any Affiliate or under the severance pay law of any country.

 

(b)                                 This Plan will be unfunded.  The Company does not intend to create any trust or separate fund in connection with the Plan.  The Company shall not have any obligation to set aside funds or segregate assets to ensure the payment of any Award.  The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person.  To the extent any person holds any rights by virtue of an Award under this Plan, such right (unless otherwise determined by the Committee) shall be no greater than the right of an unsecured general creditor of the Company.

 

(c)                                  Prior to the payment or settlement of any Award, the Participant must pay or make arrangements satisfactory to the Company and its Affiliates for the payment of any and all tax withholding that in the opinion of the Company and its Affiliates is required by law.  The Company and its Affiliates shall have the right to deduct from any

 

 

12



 

Award or any payment due on account of any Award granted under this Plan the federal, state, local or foreign income or other taxes required by law to be withheld with respect to such Award or payment, to withhold from the shares of Common Stock being issued or delivered in connection with an Award an appropriate number of shares for the payment of taxes required by law, and to take such other action as may be necessary in the opinion of the Company and its Affiliates to satisfy all obligations for the withholding and payment of such taxes.

 

(d)                                 The provisions of this Plan and the documents evidencing Awards granted under this Plan shall be construed and interpreted according to the laws of the State of Delaware.

 

(e)                                  In case any provision of this Plan shall be ruled or declared invalid for any reason, said illegality or invalidity shall not affect the remaining provisions, and the remainder of the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

 

(f)                                    To the extent permitted by the Committee, each Participant shall have the right at any time to designate any person, persons or entity as the beneficiary or beneficiaries to whom payment of the Participant’s outstanding Awards shall be made in the event of the Participant’s death.  Any designation filed under the Plan may be revoked or changed by written instrument so signed and filed prior to the Participant’s death.  If a Participant designates more than one beneficiary to receive such Participant’s outstanding Awards and any beneficiary shall predecease the Participant, the Company shall pay the deceased beneficiary’s share to the surviving beneficiary or beneficiaries proportionately, as the portion designated by the Participant for each bears to the total portion designated for all surviving beneficiaries.

 

(g)                                 This Plan is intended to comply and shall be administered in a manner that is intended to comply with the requirements of Section 409A of the Code (including the Treasury Department guidance and regulations issued thereunder), and shall be construed and interpreted in accordance with such intent.  If the Committee determines that an Award, Award document, payment, transaction or any other action or arrangement contemplated by the provisions of this Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, Award document, payment, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award documents will be deemed modified or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant.

 

(h)                                 Although the Company and its Affiliates may endeavor to structure an Award or payment hereunder so that it (i) qualifies for favorable U.S. or foreign tax treatment, or (ii) avoids adverse tax treatment, neither the Company nor any Affiliate makes any representation to that effect and expressly disavows any commitment or obligation to maintain favorable or avoid unfavorable tax treatment for any Participant.

 

 

13


Miscellaneous.



 



(a)                                  Nothing in this Plan or the fact that a
person has received or become eligible to receive Awards hereunder shall be
deemed to give such person any right to be retained in the employ of the Company
or any Affiliate or to interfere with the right of the Company or any Affiliate
to discipline or terminate the employment of such person at any time for any
reason whatsoever.  No person shall have
any claim or right to receive Awards under this Plan, except as provided in
accordance with the provisions of this Plan and as approved by the
Committee.  Unless otherwise specifically
determined by the Committee, neither the Awards themselves nor the payments
received with respect to such Awards granted under this Plan will be deemed a
part of any Participant’s compensation for purposes of determining such
Participant’s payments or benefits under any benefit plan or severance program
of the Company or any Affiliate or under the severance pay law of any country.



 



(b)                                 This Plan will be unfunded.  The Company does not intend to create any
trust or separate fund in connection with the Plan.  The Company shall not have any obligation to
set aside funds or segregate assets to ensure the payment of any Award.  The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other person.  To the extent any person holds any rights by
virtue of an Award under this Plan, such right (unless otherwise determined by
the Committee) shall be no greater than the right of an unsecured general
creditor of the Company.



 



(c)                                  Prior to the payment or settlement of any
Award, the Participant must pay or make arrangements satisfactory to the
Company and its Affiliates for the payment of any and all tax withholding that
in the opinion of the Company and its Affiliates is required by law.  The Company and its Affiliates shall have the
right to deduct from any



 



 



12
















 



Award or any payment due
on account of any Award granted under this Plan the federal, state, local or
foreign income or other taxes required by law to be withheld with respect to
such Award or payment, to withhold from the shares of Common Stock being issued
or delivered in connection with an Award an appropriate number of shares for
the payment of taxes required by law, and to take such other action as may be
necessary in the opinion of the Company and its Affiliates to satisfy all
obligations for the withholding and payment of such taxes.



 



(d)                                 The provisions of this Plan and the
documents evidencing Awards granted under this Plan shall be construed and
interpreted according to the laws of the State of Delaware.



 



(e)                                  In case any provision of this Plan shall
be ruled or declared invalid for any reason, said illegality or invalidity
shall not affect the remaining provisions, and the remainder of the Plan shall
be construed and enforced as if such illegal or invalid provision had never
been included herein.



 



(f)                                    To the extent permitted by the Committee,
each Participant shall have the right at any time to designate any person,
persons or entity as the beneficiary or beneficiaries to whom payment of the
Participant’s outstanding Awards shall be made in the event of the Participant’s
death.  Any designation filed under the
Plan may be revoked or changed by written instrument so signed and filed prior
to the Participant’s death.  If a
Participant designates more than one beneficiary to receive such Participant’s
outstanding Awards and any beneficiary shall predecease the Participant, the
Company shall pay the deceased beneficiary’s share to the surviving beneficiary
or beneficiaries proportionately, as the portion designated by the Participant
for each bears to the total portion designated for all surviving beneficiaries.



 



(g)                                 This Plan is intended to comply and shall
be administered in a manner that is intended to comply with the requirements of
Section 409A of the Code (including the Treasury Department guidance and
regulations issued thereunder), and shall be construed and interpreted in
accordance with such intent.  If the
Committee determines that an Award, Award document, payment, transaction or any
other action or arrangement contemplated by the provisions of this Plan would,
if undertaken, cause a Participant to become subject to any additional taxes or
other penalties under Section 409A of the Code, then unless the Committee
specifically provides otherwise, such Award, Award document, payment,
transaction or other action or arrangement shall not be given effect to the
extent it causes such result and the related provisions of the Plan and/or
Award documents will be deemed modified or, if necessary, suspended in order to
comply with the requirements of Section 409A of the Code to the extent
determined appropriate by the Committee, in each case without the consent of or
notice to the Participant.



 



(h)                                 Although the Company and its Affiliates
may endeavor to structure an Award or payment hereunder so that it (i) qualifies
for favorable U.S. or foreign tax treatment, or (ii) avoids adverse tax
treatment, neither the Company nor any Affiliate makes any representation to
that effect and expressly disavows any commitment or obligation to maintain
favorable or avoid unfavorable tax treatment for any Participant.



 



 



13
















EX-10.3
3
a09-1282_1ex10d3.htm
EX-10.3
















 



This excerpt taken from the MMM 8-K filed May 13, 2008.

18.          Miscellaneous.

 

(a)           Nothing in this Plan or the fact that a person has received or become eligible to receive Awards hereunder shall be deemed to give such person any right to be retained in the employ of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discipline or terminate the employment of such person at any time for any reason whatsoever.  No person shall have any claim or right to receive Awards under this Plan, except as provided in accordance with the provisions of this Plan and as approved by the Committee.  Unless otherwise specifically determined by the Committee, neither

 

 



 

the Awards themselves nor the payments received with respect to such Awards granted under this Plan will be deemed a part of any Participant’s compensation for purposes of determining such Participant’s payments or benefits under any benefit plan or severance program of the Company or any Affiliate or under the severance pay law of any country.

 

(b)           This Plan will be unfunded.  The Company does not intend to create any trust or separate fund in connection with the Plan.  The Company shall not have any obligation to set aside funds or segregate assets to ensure the payment of any Award.  The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person.  To the extent any person holds any rights by virtue of an Award under this Plan, such right (unless otherwise determined by the Committee) shall be no greater than the right of an unsecured general creditor of the Company.

 

(c)             Prior to the payment or settlement of any Award, the Participant must pay or make arrangements satisfactory to the Company and its Affiliates for the payment of any and all tax withholding that in the opinion of the Company and its Affiliates is required by law.  The Company and its Affiliates shall have the right to deduct from any Award or any payment due on account of any Award granted under this Plan the federal, state, local or foreign income or other taxes required by law to be withheld with respect to such Award or payment, to withhold from the shares of Common Stock being issued or delivered in connection with an Award an appropriate number of shares for the payment of taxes required by law, and to take such other action as may be necessary in the opinion of the Company and its Affiliates to satisfy all obligations for the withholding and payment of such taxes.

 

(d)             The provisions of this Plan and the documents evidencing Awards granted under this Plan shall be construed and interpreted according to the laws of the State of Delaware.

 

(e)           In case any provision of this Plan shall be ruled or declared invalid for any reason, said illegality or invalidity shall not affect the remaining provisions, and the remainder of the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

 

(f)            To the extent permitted by the Committee, each Participant shall have the right at any time to designate any person, persons or entity as the beneficiary or beneficiaries to whom payment of the Participant’s outstanding Awards shall be made in the event of the Participant’s death.  Any designation filed under the Plan may be revoked or changed by written instrument so signed and filed prior to the Participant’s death.  If a Participant designates more than one beneficiary to receive such Participant’s outstanding Awards and any beneficiary shall predecease the Participant, the Company shall pay the deceased beneficiary’s share to the surviving beneficiary or beneficiaries proportionately, as the portion designated by the Participant for each bears to the total portion designated for all surviving beneficiaries.

 

(g)           This Plan is intended to comply and shall be administered in a manner that is intended to comply with the requirements of Section 409A of the Code (including the Treasury Department guidance and regulations issued thereunder), and shall be construed and interpreted in accordance with such intent.  If the Committee determines that an Award, Award document, payment, transaction or any other action or arrangement contemplated by the provisions of this Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, Award document, payment, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award documents will be deemed modified or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant.

 

(h)           Although the Company and its Affiliates may endeavor to structure an Award or payment hereunder so that it (i) qualifies for favorable U.S. or foreign tax treatment, or (ii) avoids adverse tax treatment, neither the Company nor any Affiliate makes any representation to that effect and expressly disavows any commitment or obligation to maintain favorable or avoid unfavorable tax treatment for any Participant.

 

 


This excerpt taken from the MMM 8-K filed Nov 17, 2005.

MISCELLANEOUS

 

SECTION 4.01.               Trust Indenture Act Controls.  If any provision of this First Supplemental Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

 

SECTION 4.02.               Incorporation into Indenture.  This First Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

 

SECTION 4.03.               Successors and Assigns.  All covenants and agreements of the Company and the Trustee in this First Supplemental Indenture shall bind their respective successors.

 

This excerpt taken from the MMM DEF 14A filed Mar 28, 2005.
SECTION 15  MISCELLANEOUS

(a)            Unless otherwise specifically determined by the Committee, settlements of Awards received by Participants under the 2005 Program shall not be deemed a part of any Participant’s compensation for purposes of determining such Participant’s payments or benefits under any Company benefit plan, severance program, or severance pay law of any country. Nothing in this 2005 Program shall prevent the Company from adopting other or additional compensation programs, plans, or arrangements as it deems appropriate or necessary.

(b)           The 2005 Program shall be unfunded. The Company does not intend to create any trust or separate fund in connection with the 2005 Program. The Company shall not have any obligation to set aside funds or segregate assets to ensure the payment of any Award. The 2005 Program shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award under the 2005 Program, such right (unless otherwise determined by the Committee) shall be no greater than the right of an unsecured general creditor of the Company.

(c)            No person shall have any claim or right to be granted an Award under the 2005 Program, and the Participants shall have no rights against the Company except as may otherwise be specifically provided herein. Nothing in this 2005 Program shall be deemed to give any Participant the right to be retained in the employ of the Company, or to interfere with the right of the Company to discipline or discharge such Participant at any time for any reason whatsoever.

(d)           The provisions of this 2005 Program and the documents evidencing Awards granted under this 2005 Program shall be construed and interpreted according to the laws of the State of Minnesota.

(e)            In case any provision of this 2005 Program shall be ruled or declared invalid for any reason, said illegality or invalidity shall not affect the remaining provisions, and the remainder of the 2005 Program shall be construed and enforced as if such illegal or invalid provision had never been included herein.

F-10




Attendance Card

 

 

Attendance Card

 

 

 

 

Annual Meeting
of Stockholders

 

 

Annual Meeting
of Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

May 10, 2005
RiverCentre
175 West Kellogg Blvd.
St. Paul, Minnesota

 

 

May 10, 2005
RiverCentre
175 West Kellogg Blvd.
St. Paul, Minnesota

 

 

 

 

This is your ticket to the 2005 Annual Meeting. Please show it upon arrival. Annual Meeting activities begin at 8:30 a.m. with product demonstrations and displays. The meeting starts at 10:00 a.m. After the meeting, lunch will be served and the 3M store will open.

The meeting will be held in the Roy Wilkins Auditorium. Hosts and hostesses will show you the way after you enter the RiverCentre.

Since parking space is limited, you are urged to consider carpooling or public transportation.

 

 

This is your ticket to the 2005 Annual Meeting. Please show it upon arrival. Annual Meeting activities begin at 8:30 a.m. with product demonstrations and displays. The meeting starts at 10:00 a.m. After the meeting, lunch will be served and the 3M store will open.

The meeting will be held in the Roy Wilkins Auditorium. Hosts and hostesses will show you the way after you enter the RiverCentre.

Since parking space is limited, you are urged to consider carpooling or public transportation.

 

  

Recycled Paper
40% Pre-consumer paper
10% Post-consumer paper

 




 

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