Exhibit 10.D.2



 






Exhibit 10-d-2




NORDSON CORPORATION

2005 EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN




          Nordson Corporation hereby establishes, effective as of January 1, 2005, the Nordson
Corporation 2005 Excess Defined Contribution Retirement Plan (“Plan”), to supplement the retirement
benefits of certain salaried employees, designated by the Compensation Committee of the Board of
Directors (the “Compensation Committee”) as permitted by Section 3(36) of the Employee Retirement
Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed
by such employees for the Company or vested after December 31, 2004. The Nordson Corporation
Excess Defined Contribution Plan established effective as of November 1, 1985, and amended and
restated in its entirety effective as of November 1, 1987 (the “1985 Plan”) supplements the
retirement benefits of such employees with respect to compensation earned for services performed
for the Company and vested prior to January 1, 2005. No provisions of this Plan shall alter,
affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and
vested on or before December 31, 2004.




ARTICLE I

DEFINITIONS




          1.1 Definitions. The following words and phrases shall have the meanings indicated, unless a
different meaning is plainly required by the context:




          (a) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate
successors and the surviving corporation resulting from any merger of Nordson Corporation with any
other corporation or corporations.




          (b) The term “Employee” shall mean any person employed by the Company on a salaried basis who
is designated by the Compensation Committee to participate in the Plan and who has not waived
participation in the Plan.




          (c) The term “Plan” shall mean the excess defined contribution retirement Plan as set forth
herein, together with all amendments hereto, which Plan shall be called the “Nordson Corporation
2005 Excess Defined Contribution Retirement Plan.”




          (d) The term “Employees’ Savings Trust Plan” shall mean the Nordson Employees’ Savings Trust
Plan in effect on the date of an Employee’s retirement, death or other termination of employment.




          (e) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code shall include such section and any comparable section or
sections of any future legislation that amends, supplements, or supersedes such section.




1









 








          (f) The term “Non-Union ESOP” shall mean the Nordson Corporation Non-Union Employees Stock
Ownership Plan and Trust in effect on the date of an Employee’s retirement, death, or other
termination of employment.




          (g) The term “Compensation” of an Employee for any period shall mean compensation as
determined under the Employees’ Savings Trust Plan or the Non-Union ESOP, as the case may be,
increased, however, by amounts deferred to any non-qualified deferred compensation plan in which
the Employee participates.




          1.2 Additional Definitions. All other words and phrases used herein shall have the meanings
given them in the Employees’ Savings Trust Plan, unless a different meaning is clearly required by
the context.




ARTICLE II

EXCESS RETIREMENT BENEFIT




          2.1 Eligibility. An Employee who is a Participant in the Employees’ Savings Trust Plan and or
the Non-Union ESOP whose benefits under either Plan have been limited by Section 401(a)(17),
Section 401(k)(3), Section 401(m), Section 402(g)(1) or Section 415 of the Code, including
limitations on tax-deferred and employer-matching contributions, shall be eligible for an excess
retirement benefit determined by Section 2.2; provided, however, that an Employee who is a
participant in the 2005 Nordson Corporation Deferred Compensation Plan with respect to any year
shall not be entitled to an excess retirement benefit under this Plan with respect to such year.
In addition, in the event that the Tax Deferred Contributions of an eligible Employee under the
Employees’ Savings Trust Plan are limited by the provisions of Section 401(a)(17), Section
401(k)(3), Section 415 or 402(g)(1) of the Code, such eligible Employee may elect to defer payment
of a portion of his compensation under this Plan to make up for that portion of his compensation
that otherwise could have been made as Tax Deferred Contributions but for these limitations. The
deferred payment election shall be made in writing by the eligible Employee and delivered to the
Company prior to the beginning of a Plan Year. The election shall be irrevocable until the first
day of the next Plan Year. Notwithstanding any of the foregoing, any reference in Section 2.1 and
2.2 hereunder to the limitations imposed by Section 402(g)(1) of the Code shall automatically
include any amendments to such limitation to reflect cost of living increases.




          2.2 Amount. The excess retirement benefit payable to an eligible Employee or his beneficiary
shall be an amount equal to the sum of:





(a) the amount, if any, of the limited contributions an eligible Employee elected to
defer in Section 2.1;




(b) an amount that, when added to the vested interest of such Employee in Employer
Matching Contributions under the Employees’ Savings Trust Plan, equals the value his
vested interest in Employer Matching Contributions would have been on the date
distribution commences under the Employees’ Savings Trust Plan if the limitations of
Section 401(a)(17), Section 401(k)(3), Section



2









 







401(m), Section 415, and Section 402(g)(1) of the Code had not been in effect; plus




(c) an amount, if any, equal to the value of the vested interest an eligible
Employee would have been entitled to receive under the Non-Union ESOP if the
limitations of Section 401(a)(17) or Section 415 of the Code had not been in effect.


In determining the value that an eligible Employees’ interest under the Employees’ Savings Trust
Plan would have been if the limitations of Section 401(a)(17), Section 401(k)(3), Section 401(m),
Section 415, and Section 402(g)(1) of the Code had not been in effect; as described in (b) above,
it shall be assumed that:





(i) his Tax Deferred Contributions and his Employer Matching Contributions under the
Employees’ Savings Trust Plan were deposited on the dates such contributions
otherwise would have been made to the Employees’ Savings Trust Plan and held in the
guaranteed income contract maintained as part of the Guaranteed Fund that holds the
largest amount of assets from the Employees’ Savings Trust Plan for such year; and




(ii) the interest rate actually paid with respect to such guaranteed income contract
under the Guaranteed Fund for the Employees’ Savings Trust Plan was paid with
respect to the contributions that would otherwise have been made under the Plan; and




(iii) such interest was reinvested in the Guaranteed Fund for the Employees’ Savings
Trust Plan for the Employees’ Savings Trust Plan on the date and in the same manner
as actual interest under the Guaranteed Fund.



     In determining the value that an eligible Employee’s interest under the Non-Union ESOP would
have been if the limitations of Section 401(a)(17) and Section 415 of the Code had not been in
effect as described in (c) above, it shall be assumed that his Employer contributions under the
Non-Union ESOP, if any, were deposited on the dates such contributions otherwise would have been
made to the Non-Union ESOP, and invested and reinvested in Company stock in the same manner and at
the same time as the actual assets under the Non-Union ESOP during such period.



          2.3 Payments. All payments under the Plan to an eligible Employee or his beneficiary shall be
made by the Company from its general assets. The payment of the excess retirement benefits
hereunder shall be made in a lump sum as soon as administratively feasible, but not more than seven
months, after the Employee’s separation from service with the Company. In no event, however, shall
the payment of a benefit under this Plan with respect to a “key employee” of the Company, within
the meaning of Section 416(i)(1) of the Code, be made within six months following his separation
from service with the Company, except in the event of death. The payment of excess retirement
benefits hereunder that are attributable to amounts described in Section 2.2 (a) and (b) hereof
shall be payable in cash, whereas payment of any excess retirement benefits hereunder that are
attributable to amounts described in Section 2.2 (c) hereof shall be payable only in shares in
Company stock.




3









 








          2.4 Withdrawals. An Employee, upon demonstration of financial hardship to the Compensation
Committee, may withdraw from a Plan an amount in cash not to exceed the lesser of $5,000.00 or
fifty (50%) percent of the Employee’s benefit in the Plan which is attributable to amounts
described in Section 2.2(a) and (b) hereof. An Employee shall be limited to one withdrawal in any
one Plan Year as such is defined in the Employees’ Savings Trust Plan; provided, however, that the
amount of the withdrawal may not exceed the amount necessary to satisfy the financial hardship plus
amounts necessary to pay taxes reasonably anticipated as a result of the withdrawal, after taking
into account the extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Employee’s assets (to the extent
such liquidation would not itself cause severe financial hardship). The term “financial hardship”
shall mean any extraordinary or unforeseeable need for funds arising from events beyond the
Employee’s control that meets the definition of an “unforeseeable emergency” within the meaning of
Section 409A(a)(2)(B)(ii) of the Code.




ARTICLE III

ADMINISTRATION




          The Compensation Committee shall be responsible for the general administration of the Plan,
for carrying out its provisions, and for determining the amount of any required excess benefit
payments, and shall have powers necessary to administer and carry out the Plan. Actions taken and
decisions made by the Compensation Committee shall be final and binding upon all interested
parties. In accordance with the provisions of Section 503 of ERISA, the Compensation Committee
shall provide a procedure for handling claims for benefits under the Plan. The procedure shall be
in accordance with regulations issued by the Secretary of Labor and provide adequate written notice
within a reasonable period of time with respect to a claim denial. The procedure shall also
provide for a reasonable opportunity for a full and fair review by the Compensation Committee of
any claim denial. The Compensation Committee shall be the “administrator” for purposes of ERISA.




ARTICLE IV

AMENDMENT AND TERMINATION




          The Company reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors. No such action shall however adversely affect any Employee or his beneficiary
who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is
provided under another Plan or program sponsored by the Company. The Company specifically reserves
the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the
Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such
guidance.




4









 





ARTICLE V

MISCELLANEOUS




          5.1 Non-Alienation of Retirement Rights or Benefits. An Employee or beneficiary is not
permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under
the Plan. Any attempt to do so or to permit the payments to be subject to garnishment, attachment
or levy of any kind will permit the Company to make payments directly to and for the benefit of the
Employee, his beneficiary or any other person. Each such payment may be made without the
intervention of a guardian. The receipt of the payee shall constitute a complete acquittance to
the Company with respect to the payment. The Company shall have no responsibility for the proper
application of any payment.




          5.2 Incapacity. The Company shall be permitted to make payments in the same manner as
provided for in Section 5.1 if in the judgment of the Compensation Committee, an Employee or his
beneficiary is incapable of attending to his financial affairs.




          5.3 Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on
the part of any person employed by the Company to continue his employment with the Company, nor
shall it be construed as a commitment on the part of the Company to continue the employment or the
annual rate of compensation of any such person for any period. All Employees shall remain subject
to discharge to the same extent as if the Plan had never been established.




          5.4 Interest of Employee. The obligation of the Company under the Plan to provide an Employee
or his beneficiary with an excess retirement benefit merely constitutes the unsecured promise of
the Company to make payments as provided herein. No person shall have any interest in, or a lien
or prior claim upon, any property of the Company.




          5.5 Controlling Status. No Employee or beneficiary shall be eligible for a benefit under the
Plan unless such Employee is an Employee on the date of his retirement, death, or other termination
of employment.




          5.6 Claims of Other Persons. The provisions of the Plan shall in no event be construed as
giving any person, firm or corporation any legal or equitable right as against the Company, its
officers, employees, or directors, except any such rights as are specifically provided for in the
Plan or are hereafter created in accordance with the terms and provisions of the Plan.




          5.7 No Competition. The right of any Employee or his beneficiary to an excess retirement
benefit will be terminated, or, if payment thereof has begun, all further payments will be
discontinued and forfeited in the event the Employee or his beneficiary at any time subsequent to
the effective date hereof:





(a) wrongfully discloses any secret process or trade secret of the Company or any of
its subsidiaries, or




(b) becomes involved directly or indirectly as an officer, trustee, employee,
consultant, partner, or substantial shareholder, on his own account or in any other
capacity, in a business venture that within the two-year period following his



5









 







retirement or termination of employment, the Compensation Committee determines to be
competitive with the Company.



          5.8 Severability. The invalidity or unenforceability of any particular provision of the Plan
shall not effect any other provision hereof, and the Plan shall be construed in all respects as if
such invalid or unenforceable provision were omitted therefrom.




          5.9 Governing Law. The provisions of the Plan shall be governed and construed in accordance
with the laws of the State of Ohio.




          5.10 No Acceleration of Benefits. The acceleration of the time or schedule of any payment
under the Plan is not permitted, except as provided in regulations by the Secretary of the
Treasury.




          5.11 Compliance with Section 409A of the Code. The Plan is intended to provide for the
deferral of compensation in accordance with the provisions of Section 409A of the Code, for
compensation earned, vested, or deferred after December 31, 2004. Notwithstanding any provisions
of the Plan or any election form to the contrary, no otherwise permissible election under the Plan
shall be given effect that would result in the taxation of any amount under Section 409A of the
Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in
accordance with procedures established by the Compensation Committee, an Employee may be permitted
to terminate participation in the Plan or cancel an election with respect to deferral elections
made under the Plan prior to January 1, 2005.




EXECUTED this _____________ day of _________________, 2004.




	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




6