This excerpt taken from the MMM DEF 14A filed Mar 28, 2005.
10. What Happens if There is a Change in Control?
(a) The 2005 Program provides for the acceleration of vesting and other rights in and to awards under the 2005 Program in the event of a change in control. The 2005 Program defines a change in control to have occurred in either of the following events:
i. when any individual or entity shall have accumulated or own beneficially 20 percent or more of the combined voting power of the Companys then outstanding securities in any capacity other than as a trustee or fiduciary of an employee benefit plan of the Company, unless a majority of the Continuing Directors (as defined in Article Thirteenth of the Companys Certificate of Incorporation) determine in their sole discretion that a change in control has not occurred; or
ii. when the Continuing Directors shall fail to constitute a majority of the Companys Board of Directors.
(b) In the case of stock options and stock appreciation rights, a change in control shall result in the options and rights becoming immediately exercisable in full and remaining so for at least a minimum period of six months following the change in control, but in no event beyond the original expiration dates.
(c) In the case of restricted stock, restricted stock units or other awards, a change in control shall result in the immediate vesting of all shares of restricted stock and all restricted stock units and any conditions originally established by the Compensation Committee with respect to other awards lapsing and becoming void, and stock certificates for the number of shares represented by such awards under the 2005 Program shall be immediately deliverable to the Participants.