exv4w6






Exhibit 4.6




THIRD AMENDMENT

TO

TRUST AGREEMENT

FOR

NORDSON EMPLOYEES’ SAVINGS TRUST PLAN

(January 1, 2006 Restatement)




          WHEREAS, under an amended and restated agreement made effective January 1, 2006, as amended
(hereinafter referred to as the “Trust Agreement”), Nordson Corporation (hereinafter referred to as
the “Company”) maintains in effect the Nordson Employees’ Savings Trust Plan for the exclusive
benefit of eligible employees and their beneficiaries; and




          WHEREAS, the Trust Agreement has been previously amended two times; and




          WHEREAS, it is desired to further amend the Trust Agreement to demonstrate good faith
compliance with the Pension Protection Act of 2006, the Worker, Retiree, and Employer Recovery Act
of 2008, the Heroes Earnings Assistance and Relief Tax Act of 2008 and for other purposes.




          NOW THEREFORE, the Trust Agreement is hereby amended in the respects hereinafter set forth.




     1. Effective as of January 1, 2009, the last sentence of Section 1.1(h) of the Trust Agreement
is hereby deleted and the following sentences are substituted therefor:




Notwithstanding the foregoing, (i) Compensation shall not include the value of any qualified
or non-qualified stock option granted to the Participant by his Employer to the extent such
value is includable in the Participant’s taxable income, nor shall it include any amount
realized in exercise of any such option, upon a disqualifying disposition of any stock
acquired in connection with any such exercise, or upon the lapse of any restrictions on
stock granted by an Employer to the Participant, and (ii) Compensation shall include any
differential pay, as defined hereunder, a Participant receives or is entitled to receive
from his Employer while he is absent from employment as an Employee to perform service in
the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code).
For purposes of this paragraph, differential pay means any payment made to a Participant by
the Employer after December 31, 2008 with respect to a period during which the Participant
is performing service in the uniformed services while on active duty for a period of more
than 30 days that represents all or a portion of the wages the



 









 







Participant would have received if he had continued employment with the Employer as an
Employee.



     2. Effective as of January 1, 2008, the second sentence of Section 3.7(b) of the Trust
Agreement is hereby amended to read as follows:




Excess contributions allocated to a Highly Compensated Employee pursuant to this Section
3.7, plus any income and minus any losses attributable thereto calculated through the
earlier of (i) the date of forfeiture or distribution or (ii) December 31 of the Plan Year
for which excess contributions were made shall be forfeited, to the extent forfeitable, or
distributed to the Participant prior to the end of the next succeeding Plan Year as
hereinafter provided.



     3. Effective as of January 1, 2008, the second sentence of Section 3.7(c) of the Trust
Agreement is hereby amended to read as follows:




If an amount of Taxable Employee Contributions or Tax Deferred Contributions is distributed
to a Participant pursuant to this Section 3.7, any Employer Matching Contributions
attributable to such distributed Taxable Employee Contributions or Tax Deferred
Contributions (plus any income and minus any losses attributable thereto calculated through
the earlier of (i) the date of forfeiture or (ii) December 31 of the Plan Year for which the
excess contributions were made)) shall be forfeited for the Plan Year.



     4. Effective as of January 1, 2008, Section 4.1 of the Trust Agreement is hereby amended by
(A) deleting the phrase “through a date that is not more than 7 days prior to the date of
distribution” in each place in appears therein and (B) substituting thereof the phrase “calculated
through the earlier of (i) the date of distribution or (ii) December 31 of the Plan Year for which
the excess deferrals were made”.



     5. Effective as of January 1, 2008, the second sentence of Section 4.3(b) of the Trust
Agreement is hereby amended to read as follows:




Excess deferrals allocated to a Highly Compensated Employee, plus any income and minus any
loss attributable thereto calculated through the earlier of (i) the date of distribution or
(ii) December 31 of the Plan Year for which the excess contributions were made, shall be
distributed to such Participant prior to the end of the next following Plan Year.



 









 





     6. Effective January 1, 2010, Article IV of the Trust Agreement is hereby amended by the
addition of the following new Sections 4.11A and 4.11B immediately following Section 4.11 thereof
to read as follows:




     4.11A PPA Reservist Withdrawals of Tax Deferred Contributions. Notwithstanding
any other provision of the Plan to the contrary, in accordance with procedures established
by the Committee and subject to the provisions of this Section 4.11A, a Participant who is a
member of a reserve component (as defined in Section 101 of Title 37 of the United States
Code) who is ordered or called to active duty for a period in excess of 179 days, or for an
indefinite period, may apply for a withdrawal of an amount from his Separate Accounts that
is attributable to Tax Deferred Contributions. Any distribution made pursuant to this
Section 4.11A must be made during the period beginning on the date of his order or call to
active duty and ending on the close of his active duty period.




     4.11B HEART Act Reservist Withdrawals of Tax Deferred Contributions. Notwithstanding any other provision of the Plan to the contrary, in accordance with
procedures established by the Committee and subject to the provisions of this Section 4.11B,
a Participant who is a member of a reserve component (as defined in Section 101 of Title 37
of the United States Code) who has been on active duty for a period of at least 30 days, may
apply for a withdrawal of an amount from his Separate Accounts that is attributable to Tax
Deferred Contributions. Any distribution made pursuant to this Section 4.11B must be made
during the period beginning on the 30th day of active duty and ending on the close of his
active duty period. Further, for a period of at least 6 months after his receipt of the
withdrawal, the Participant’s Tax Deferred Contributions and Taxable Employee Contributions
are suspended and the Participant shall be prohibited, under the terms of an otherwise
legally enforceable agreement, from making elective contributions to all other plans
maintained by the Employer. For this purpose, the phrase “plans maintained by the Employer”
means all qualified an nonqualified plans of deferred compensation maintained by the
Employer, including a cash or deferred arrangement that is part of a cafeteria plan within
the meaning of Section 125 of the Code and also includes a stock option, stock purchase, or
similar plan maintained by the Employer.



     7. Effective as of January 1, 2007, Article V of the Trust Agreement is hereby amended by the
addition of the following new Section 5.5 immediately following Section 5.4 thereof to read as
follows:




     5.5 Diversification Rights. Notwithstanding any other provision of the Plan to
the contrary, a Participant who has completed at least 3 years of Service and whose Separate
Account is invested, in whole or in part, in the Nordson Stock Fund shall be permitted to
divest such investments and re-invest such Separate Account in other



 









 







Investment Funds provided under the Plan. The Plan shall offer at least three Investment
Fund options as alternatives to the Nordson Stock Fund. Each such alternative Investment
Fund shall be diversified and shall have materially different risk and return
characteristics. The Committee shall notify each eligible Participant of his
diversification rights no later than 30 days prior to the date he is first eligible to
divest his investment in the Nordson Stock Fund. Except as otherwise provided in this
Section 5.5, the Plan shall not impose any restrictions or conditions on investment in the
Nordson Stock Fund that do not also apply to investment in the other Investment Funds.



     8. Effective as of January 1, 2007, Section 9.2 of the Trust Agreement is hereby amended by
the addition of the following new paragraph at the end thereof to read as follows:




For purposes of determining whether a Participant is 100 percent vested under this Section,
a Participant who is absent from employment as an Employee because of military service and
who dies after December 31, 2006, while performing qualified military service (as described
in the Uniformed Services Employment and Reemployment Rights Act of 1994) shall be treated
as having returned to employment with an Employer immediately prior to his death and as
having died while employed by an Employer.



     9. Effective as of August 9, 2006, Section 9.5 of the Trust Agreement is hereby amended in its
entirety to read as follows:




     9.5 Election of Former Vesting Schedule. Notwithstanding any other provision
of the Plan, effective August 9, 2006, if there is an amendment to the vesting schedule
applicable to a Participant’s nonforfeitable interest in his Separate Accounts or Separate
ESOP Accounts because the Company adopts an amendment to the Plan that directly or
indirectly affects the computation of a Participant’s nonforfeitable interest in his
Separate Accounts or Separate ESOP Accounts, the following special rules shall apply:




     (a) In no event shall a Participant’s vested interest in his Separate Accounts
or Separate ESOP Accounts as of the later of (i) the effective date of such
amendment or (ii) the date such amendment is adopted, be less than his vested
interest in his Separate Accounts and Separate ESOP Accounts immediately prior to
such date.




     (b) In no event shall a Participant’s vested interest in his Separate Accounts
or Separate ESOP Accounts as of the later of (i) the effective date of such
amendment or (ii) the date such amendment is adopted, be determined on and after the
effective date of such amendment under a vesting schedule that is more restrictive
than the vesting schedule applicable to such Separate Accounts and Separate ESOP
Accounts immediately prior to the effective date of such amendment.



 









 






     (c) Any Participant with 3 or more years of vested service shall have the right
to have his vested interest in his Separate Accounts and Separate ESOP Accounts
(including amounts, if any, contributed following the effective date of such
amendment) continue to be determined under the vesting provisions in effect prior to
the amendment rather than under the new vesting provisions, unless the vested
interest of the Participant in his Separate Accounts and Separate ESOP Accounts as
amended is not at any time less than such vested interest determined without regard
to the amendment. A Participant shall exercise his right under this Section by
giving written notice of his exercise thereof to the Committee within 60 days after
the latest of (i) the date he receives notice of the amendment from the Committee,
(ii) the effective date of the amendment, or (iii) the date the amendment is
adopted.



     10. Effective January 1, 2010, Section 9.6 of the Trust Agreement is hereby amended by the
addition of the following new sentence at the end thereof to read as follows:




Notwithstanding the foregoing, any Participant who elects to receive distribution of his
Separate Accounts in accordance with paragraph (a) or (b) of this Section 9.6 may elect, in
accordance with procedures established by the Committee and subject to the provisions of
this Section 9.6, to change the amount or frequency of the payment of such distribution.



     11. Effective as of January 1, 2008, paragraphs (b) and (c) of Section 9.16 of the Trust
Agreement are hereby amended in their entirety to read as follows:




     (b) Eligible retirement plan: An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual retirement annuity described
in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an
annuity contract described in Section 403(b) of the Code, a qualified trust described in
Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution,
an eligible plan under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision
of a state and which agrees to separately account for amounts transferred into such plan
from this Plan, or effective for distributions made on or after January 1, 2008, a Roth IRA,
as described in Section 408A(c)(3)(B) of the Code. The definition of eligible retirement
plan also applies in the case of a distribution to a surviving spouse, or to a spouse or
former spouse who is an alternate payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code. Notwithstanding the foregoing, effective for
distributions made on or after January 1, 2010, an eligible retirement plan for purposes of
a qualified distributee other than the Participant, the Participant’s spouse or surviving
spouse or former spouse who is an alternate payee under a qualified domestic relations order
is an individual retirement account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code. Such individual retirement
account or annuity



 









 







must be treated as an individual retirement account or annuity inherited from the deceased
Participant by the qualified distributee and must be established in a manner that identifies
it as such.




     (c) Distributee: A distributee includes an employee or former employee. In addition,
the employee’s or former employee’s surviving spouse or non-spouse beneficiary, and the
employee’s or former employee’s spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code, are
distributees with regard to the interest of the spouse or former spouse.



     12. Effective as of January 1, 2007, Article IX of the Trust Agreement is hereby
amended by the addition of the following new Section 9.18 immediately following Section
9.17 thereof to read as follows:




     9.18 Notice Regarding Forms of Payment. Within the 150 day period
ending 30 days before a Participant’s or Beneficiary’s benefit payment date the
Committee shall provide the Participant or Beneficiary with a written explanation of
his right to defer distribution until his attainment of age 62, or such later date
as may be provided in the Plan, his right to make a direct rollover, and the forms
of payment provided under the Plan. Distribution of the Participant’s or
Beneficiary’s Separate Accounts and Separate ESOP Accounts may commence fewer than
30 days after such notice is provided to the Participant or Beneficiary if (i) the
Committee clearly informs the Participant or Beneficiary of his right to consider
his election of whether or not to make a direct rollover or to receive a
distribution prior to his attainment of age 62 and his form of payment for a period
of at least 30 days following his receipt of the notice and (ii) the Participant or
Beneficiary, after receiving the notice, affirmatively elects an early distribution.
The written explanation provided by the Committee shall include a description of
the consequences of the Participant or Beneficiary electing an immediate
distribution of his vested Separate Accounts and Separate ESOP Accounts instead of
deferring payment to his attainment of age 62.



     13. Effective January 1, 2010, Section 17.14 of the Trust Agreement is hereby amended
by the addition of the following new paragraph at the end thereof to read as follows:




If a Participant who is absent from employment as an Employee due to military
service dies or becomes permanently and totally disabled on or after January 1,
2010, while performing qualified military service (as defined in Section 414(u) of
the Code), the participant shall be treated as having returned to employment as an
Employee on the day immediately preceding the date of his death or permanent and
total disability for purposes of determining the amount of any contributions,



 









 







benefits or service credit to be provided under this Section with respect to his
qualified military service.



     14. Effective as of January 1, 2007, Section A.3 of the Addendum Re: Annuity Form of Payment
to the Trust Agreement is hereby amended in its entirety to read as follows:




A.3 Optional Form of Payment




     A Participant or his Beneficiary, as the case may be, may elect to receive distribution
of his Merger Benefit through the purchase of a single premium, nontransferable annuity
contract for such term and in such form as the Participant, or his Beneficiary, if the
Participant has died shall select, including a 75% joint and survivor annuity contract,
subject to the provisions of Section A.5; provided, however, that a Participant’s
Beneficiary may not elect to receive distribution of an annuity payable over the joint lives
of the Beneficiary and any other individual. The terms of any annuity contract purchased
hereunder and distributed to a Participant or his Beneficiary shall comply with the
requirements of the Plan.



     15. Effective as of January 1, 2007, Section A.7 of the Addendum Re: Annuity Form of Payment
to the Trust Agreement is hereby amended in its entirety to read as follows:




A.7 Notice Regarding Forms of Payment




     Within a reasonable period of time prior to the date a Participant could commence
distribution of his Merger Benefit under the Plan, the Committee shall provide him with a
written explanation of the forms of payment available under the Plan. If a Participant
elects to receive distribution through the purchase of an annuity contract, the Committee
shall provide the Participant with a written explanation of (i) the terms and conditions of
the automatic annuity form and the other forms of payment available under the Plan, (ii) the
Participant’s right to choose a form of payment other than the automatic annuity form or to
revoke such choice, and (iii) the rights of the Participant’s spouse. Such notice shall
also include a description of the consequences to the Participant of electing an immediate
distribution of his Merger Benefit instead of deferring payment to age 62. The Committee
shall provide such explanation within the 150 day period ending 30 days before the
Participant’s annuity starting date. In addition, the Committee shall provide such a
Participant with a written explanation of (i) the terms and conditions of the qualified
preretirement survivor annuity, (ii) the Participant’s right to designate a non-spouse
Beneficiary to receive distribution of that portion of his Merger Benefit otherwise payable
as a qualified preretirement survivor annuity or to revoke such designation, and (iii) the
rights of the Participant’s spouse.



 









 





     16. Effective as of January 1, 2009, the Addendum Re: Minimum Distribution Requirements to
the Trust Agreement is hereby amended by the addition of the following new Section VII at the end
thereof to read as follows:



SECTION VII

2009 PLAN YEAR




     7.1 No Required Distributions. Notwithstanding any other provision of the Plan
or this Addendum Re: Minimum Distribution Requirements to the Trust Agreement to the
contrary:




     (a) A Participant whose required beginning date occurred prior to January 1,
2009 shall receive minimum distributions from the Plan in accordance with Section
401(a)(9) of the Code for the 2009 calendar year unless such Participant elects in
accordance with procedures established by the Committee not to receive such minimum
distributions.




     (b) A Participant whose required beginning date occurs in calendar year 2009
shall not receive minimum distributions from the Plan in accordance with Section
401(a)(9) of the Code for the 2009 calendar year unless such Participant elects in
accordance with procedures established by the Committee to receive such minimum
distributions.




EXECUTED this 16th day of December, 2009.



	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	/s/ Shelly Peet
 	 
	 	 	Name:  	Shelly Peet 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	And:  	     /s/ Robert E. Veillette
 	 
	 	 	Name:  	Robert E. Veillette 	 
	 	 	Title:  	Vice President, General Counsel
 and Secretary