Exhibit 10-I



 






Exhibit 10-i




STOCK REDEMPTION AGREEMENT




     THIS STOCK REDEMPTION AGREEMENT (“Agreement”), dated this 26th day of August, 2005, is between
Nordson Corporation, a corporation organized under the laws of the State of Ohio (“Nordson”), and
Russell L. Bauknight, as Trustee or co-Trustee (“Bauknight”) of those certain trusts set forth in
Attachment A hereto (the “Nord Trusts”).


The parties agree as follows:




     1. Purchase of Common Shares; Purchase Price. On the date hereof, Bauknight, as
Trustee or Co-Trustee of the Nord Trusts, hereby agrees to sell to Nordson, and Nordson hereby
agrees to purchase from Bauknight, 3,657,667 common shares of Nordson common stock (the “Purchased
Shares”) at an aggregate purchase price (the “Purchase Price”) of One Hundred Twenty-Four Million
Six Hundred Eighty Nine Thousand Eight Hundred Sixty Eight Dollars and Three Cents
($124,689,868.03) ($34.09 per share). On September 7, 2005 (the “Settlement Date”), Bauknight will
arrange to deliver the Purchased Shares to Nordson’s Transfer Agent, National City Bank, Cleveland
(DTC # 9957) via DWAC (Deposit/Withdrawal At Custodian). The Purchase Price will be payable in
immediately available funds, as directed by Bauknight, upon receipt of the Purchased Shares.



     2. Representations and Warranties by Bauknight. Bauknight represents and warrants to
Nordson as follows: (i) the Nord Trusts have been duly created and are validly existing under
applicable state law; (ii) he has sufficient power and authority under the Nord Trusts and other
governing documents, each as amended to date, as trustee or co-trustee to execute and deliver this
Agreement and to perform all of his obligations under this Agreement; (iii) this Agreement is a
valid and binding obligation of Bauknight and the Nord Trusts enforceable in accordance with its
terms, except to the extent that enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other similar laws relating to creditors’
rights generally and that the remedies of specific performance and injunctive or other equitable
relief are subject to equitable defenses and to the discretion of the court before which
proceedings may be brought; (iv) the Nord Trusts own the Purchased Shares and Bauknight has the
right to transfer them to Nordson free and clear of any lien, pledge, encumbrance, or claim; (v)
neither the execution and delivery by Bauknight of this Agreement or any document by which
Bauknight sells the Purchased Shares nor compliance by Bauknight with the terms and provisions
hereof or thereof will conflict with or result in a breach of any of the terms, conditions or
provisions of any judgment, order, injunction or ruling of any court or other governmental entity,
or any law, statute or regulation, to which Bauknight or the Nord Trusts are subject, or any
agreement, contract or commitment to which Bauknight is a party or to which the Nord Trusts are
subject; and (vi) other than required filings with the Securities and Exchange Commission after the
consummation of the transactions contemplated hereby, no notices, reports or other filings are
required to be made by Bauknight with, nor are any consents, permits or approvals required to be
obtained by Bauknight from any third person in connection with Bauknight’s execution and delivery
of this Agreement or the consummation by Bauknight of the transactions contemplated hereby.



     3. Representations and Warranties by Nordson. Nordson represents and warrants to
Bauknight as follows: (i) it is a corporation organized and duly existing under the laws of the
State of Ohio; (ii) it has sufficient power under its articles of incorporation, code of
regulations and other governing documents, each as amended to date, to execute



 









 







and deliver this Agreement and to perform all of its obligations under this Agreement; (iii) the
execution and delivery of this Agreement, and purchase of the Purchased Shares, has been approved
by its Board of Directors; (iv) no approval by its shareholders is necessary to authorize the
execution, delivery, or performance of this Agreement; (v) this Agreement is a valid and binding
obligation of Nordson enforceable in accordance with its terms, except to the extent that
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other similar laws relating to creditors’ rights generally and that the remedies of
specific performance and injunctive or other equitable relief are subject to equitable defenses and
to the discretion of the court before which proceedings may be brought; (vi) neither the execution
and delivery by Nordson of this Agreement nor compliance by Nordson with the terms and provisions
hereof will conflict with or result in a breach in any of the terms, conditions or provisions of
any judgment, order, injunction or ruling of any court or other governmental entity, or any law,
statute or regulation, to which Nordson is subject, or any agreement, contract or commitment to
which Nordson is a party or is subject; and (vii) no notices, reports or other filings are required
to be made by Nordson with, nor are any consents, permits or approvals required to be obtained by
Nordson from, any third person in connection with Nordson’s execution and delivery of this
Agreement or the consummation by Nordson of the transactions contemplated hereby.



     4. Dividend. The parties hereto acknowledge and agree that the Nord Trusts shall
receive the dividend of 16.5 cents per share for the Purchased Shares which will be paid by Nordson
on September 20, 2005.



     5. Waiver. Solely in connection with the transactions contemplated herein, Nordson
hereby waives all notices dated and other obligations imposed upon the Nord Trusts set forth in
Section 2 of that certain Agreement dated December 31, 1983, by and among Nordson, Eric T. Nord and
Evan W. Nord, individually; Eric T. Nord and Evan W. Nord, as trustees under the will of Walter G.
Nord; William D. Ginn, as trustee under an Agreement with Walter G. Nord dated December 29, 1961
and an Agreement with Eric T. Nord dated June 2, 1978; and The Nordson Foundation.



     6. Miscellaneous. This Agreement represents the entire agreement on its subject
matter between the parties. This Agreement will be interpreted and enforced in accordance with the
laws of the State of Ohio. Jurisdiction and venue for any action or claim arising hereunder shall
lie exclusively in the Cuyahoga County, Ohio Court of Common Pleas or the federal district court
sitting in Cuyahoga County, Ohio, and each party irrevocably consents to the personal and subject
matter jurisdiction of said courts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, and all of which together shall constitute one and the same
instrument. The signature page of any counterpart, and facsimiles and photocopies thereof, may be
appended to any other counterpart and, when so appended, will constitute an original. The
provisions of this Agreement are distinct and severable and if any provision is held to be invalid
or unenforceable, such invalidity or unenforceability will not affect the validity or
enforceability of any other provision of this Agreement.



[SIGNATURE PAGE ATTACHED]




 









 





     The parties have entered into this Agreement with effect as of August 26, 2005.



	 	 	 	 	 
	 	 	NORDSON CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	 
	 	 	Russell L. Bauknight, as Trustee of
those certain trusts set forth
on Attachment A.






 









 





ATTACHMENT A




	 	 	 
	1.

	 	Cynthia W. Nord Charitable Remainder Unitrust dated June 9, 1994
	2.

	 	Evan W. Nord Charitable Remainder Unitrust dated June 9, 1994
	3.

	 	Evan W. Nord Revocable Trust, dated July 6, 1994, as supplemented September 21, 1994
and November 18, 1994
	4.

	 	1997 Evan W. Nord Grandchild Trust No. 1 dated April 10, 1997
	5.

	 	1997 Evan W. Nord Grandchildren Trust dated September 8, 1997
	6.

	 	Evan W. Nord Trust FBO Bruce B. Nord dated June 2, 1987
	7.

	 	Evan W. Nord Trust FBO Ethan W. Nord dated June 2, 1987
	8.

	 	Evan W. Nord Trust FBO Kathleen N. Peterson dated June 2, 1987
	9.

	 	Evan W. Nord Trust FBO Eric T. Nord dated June 2, 1987
	10.

	 	Evan W. Nord Trust FBO Allyson M. Nord dated June 2, 1987
	11.

	 	Evan W. Nord Trust Agreement FBO Wiley Kennedy dated December 8, 1995
	12.

	 	2000 Irrevocable Trust Agreement of Evan W. Nord dated January 19, 2000
	13.

	 	2000 Charitable Remainder Trust No. 1 of Evan W. Nord dated January 19, 2000
	14.

	 	2000 Charitable Remainder Trust No. 2 of Evan W. Nord dated January 19, 2000
	15.

	 	2000 Charitable Remainder Trust No. 3 of Evan W. Nord dated January 19, 2000
	16.

	 	2000 Charitable Remainder Trust No. 4 of Evan W. Nord dated January 19, 2000
	17.

	 	2000 Charitable Remainder Trust No. 5 of Evan W. Nord dated January 19, 2000
	18.

	 	2000 Charitable Remainder Trust No. 6 of Evan W. Nord dated January 19, 2000
	19.

	 	2000 Charitable Remainder Trust No. 7 of Evan W. Nord dated January 19, 2000
	20.

	 	2000 Charitable Remainder Trust No. 8 of Evan W. Nord dated January 19, 2000
	21.

	 	2000 Charitable Remainder Trust No. 9 of Evan W. Nord dated January 19, 2000
	22.

	 	2000 Charitable Remainder Trust No. 10 of Evan W. Nord dated January 19, 2000
	23.

	 	2000 Charitable Remainder Trust No. 11 of Evan W. Nord dated January 19, 2000
	24.

	 	2000 Charitable Remainder Trust No. 12 of Evan W. Nord dated January 19, 2000
	25.

	 	2000 Charitable Remainder Trust No. 13 of Evan W. Nord dated January 19, 2000
	26.

	 	2000 Charitable Remainder Trust No. 14 of Evan W. Nord dated January 19, 2000
	27.

	 	2000 Charitable Remainder Trust No. 15 of Evan W. Nord dated January 19, 2000
	28.

	 	2000 Charitable Remainder Trust No. 16 of Evan W. Nord dated January 19, 2000
	29.

	 	2000 Charitable Remainder Trust No. 17 of Evan W. Nord dated January 19, 2000
	30.

	 	2000 Charitable Remainder Trust No. 18 of Evan W. Nord dated January 19, 2000
	31.

	 	2000 Charitable Remainder Trust No. 19 of Evan W. Nord dated January 19, 2000
	32.

	 	2000 Charitable Remainder Trust No. 20 of Evan W. Nord dated January 19, 2000
	33.

	 	Evan W. Nord Trust for Lineal Descendants FBO Allyson N. Wandtke dated May 25, 1995
	34.

	 	Evan W. Nord Trust for Lineal Descendants FBO Kathleen N. Peterson dated May 25, 1995
	35.

	 	Evan W. Nord Trust for Lineal Descendants FBO Ethan W. Nord dated May 25, 1995
	36.

	 	Evan W. Nord Trust for Lineal Descendants FBO Eric T. Nord dated May 25, 1995
	37.

	 	Evan W. Nord Trust for Lineal Descendants FBO Bruce B. Nord dated May 25, 1995
	38.

	 	Evan W. Nord Charitable Remainder Unitrust FBO Eric Nord and Charitable Purposes dated June
1, 1993, as supplemented on July 28, 1994 and May 26, 1995
	39.

	 	Evan W. Nord Charitable Remainder Unitrust FBO Ethan Nord and Charitable Purposes dated June
1, 1993, as supplemented on July 28, 1994 and May 26, 1995
	40.

	 	Evan W. Nord Charitable Remainder Unitrust FBO Bruce Nord and Charitable Purposes dated June
1, 1993, as supplemented on July 28, 1994 and May 26, 1995
	41.

	 	Evan W. Nord Charitable Remainder Unitrust FBO Kathleen Peterson and Charitable Purposes
dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995
	42.

	 	Evan W. Nord Charitable Remainder Unitrust FBO Allyson N. Wandtke and Charitable Purposes
dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995.