EX-10(C)



 





EXHIBIT 10-c




NORDSON CORPORATION




RESOLUTION OF BOARD OF DIRECTORS

AUTHORIZING EXECUTION OF

INDEMNIFICATION AGREEMENTS




October 28, 1986




     RESOLVED, that the officers of the Corporation, and each of them, be,
and they hereby are, authorized and directed, subject to approval by the
Corporation’s shareholders, to execute and deliver Indemnity Agreements
substantially in the form presented to this Board providing indemnification from
the Corporation to the directors and officers of the Corporation in the
circumstances and to the extent therein provided.



     RESOLVED FURTHER, that the entering into of such indemnity Agreements
by the Corporation be submitted to the Corporation’s
shareholders for their approval at the Company’s 1987 Annual Meeting of shareholders.



     RESOLVED FURTHER, that the officers of the Corporation be, and they
hereby are, authorized and directed to take all other actions that they deem
necessary or appropriate to carry out the purposes and intent of this
Resolution.



INDEMNITY AGREEMENT




     THIS AGREEMENT, is made on, October 28, 1986, among Nordson
Corporation, an Ohio corporation (“Nordson”), and the
undersigned director or officer of Nordson (the “Indemnified Party”).



     Article V of the 1984 Amended Regulations of Nordson (the
“Regulations’), adopted by the shareholders of Nordson on February 21, 1984,
provide for the indemnification of the present and former directors, officers,
and employees of Nordson to the full extend permitted or authorized by the Ohio
General Corporation Law, as it may be amended from time to time. The
Indemnification provisions of the Regulations and of the Ohio General
Corporation Law provide that they are not exclusive and, therefore, contemplate
that additional indemnification may be provided by agreement or otherwise.
Moreover, as expressly authorized by the Ohio General Corporation Law, Nordson
has purchased and maintains a policy of directors and officers liability
insurance (“D&O insurance”) covering certain liabilities that may be incurred by
its directors and officers in the performance of services on behalf of Nordson.



     Recent developments with respect to the application and enforcement of
the indemnification provisions of the Regulations and with the scope of
coverage, cost, and availability D&O insurance have raised concerns about the
adequacy and reliability of the protection afforded to Nordson’s directors and
officers. The purpose of this Agreement, and counterparts of this Agreement
between Nordson and certain other directors and officers, is to allay these
concerns by providing the directors and officers with additional protection
against liabilities that may be incurred by them in connection with their
service to Nordson and, as a result, to enable the directors and
officers to continue to serve Nordson without undue risk of personal liability.



 









 






     Nordson and the Indemnified Party agree as follows:



     1. INDEMNIFICATION OF INDEMNIFIED PARTY. Nordson will indemnify, to the
full extent permitted or authorized by the Ohio General Corporation Law, as it
may from time to time be amended, or by any other statutory provisions
authorizing or permitting such indemnification.



     2. MAINTENANCE OF D&O INSURANCE. Nordson will use its best efforts to
maintain, for as long as the Indemnified Party continues to be a director or
officer of Nordson and for five years thereafter, D&O insurance covering the
Indemnified Party the terms of which (including limits of liability, retention
amounts, and scope of coverage) are at least as favorable to the Indemnified
Party as the D&O insurance maintained by Nordson at the date of this Agreement.
Nordson will not, however, be required to purchase and maintain such D&O
insurance if it is unavailable or the Board of Directors of Nordson, in its
reasonable business judgment, determines that the amount of the premium is
substantially disproportionate to the amount or scope of the coverage provided.



     3. ADDITIONAL INDEMNIFICATION OF INDEMNIFIED PARTY.



          (a) Subject only to the exclusions set forth in Section 3(b), Nordson
will further indemnify the Indemnified Party against expenses, including
attorneys’ fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him (the “Expenses”) in connection with any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
Nordson, to which he is or was a party or is threatened to be made a party (a
“Proceeding”) by reason of the fact that he is or was a director, officer,
employee, or agent of Nordson, or is or was serving at the request of Nordson as
a director, trustee, officer, employee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
or other enterprise.



          (b) The indemnification provided by Section 3(a) will not be paid by
Nordson with respect to any claim:



                    (i) for which payment is actually made to the Indemnified Party
under any D&O insurance purchased and maintained by Nordson, except to the
extent that the aggregate amount of the expenses for which the Indemnified Party
is otherwise entitled to indemnification under Section 3(a) exceeds the amount
of such payment;




                    (ii) based upon or attributable to the Indemnified Party gaining
in fact any personal profit or advantage to which he was not legally entitled;




                    (iii) for an accounting of profits made from the purchase or sale
by the Indemnified Party of securities of Nordson within the meaning of Section
16(b) of the Securities Act of 1934 and amendments thereto or similar provisions
of any state statutory law or common law;




                    (iv) brought about or contributed to by the dishonesty of the
Indemnified Party; however, notwithstanding the foregoing, the Indemnified Party
will be indemnified under Section 3(a) as to any claims upon which suit may be
brought against him, by reason, of any alleged dishonesty on the part of the




 









 







Indemnified party, unless a judgment or other final adjudication thereof adverse
to the Indemnified Party establishes that acts of active and deliberate
dishonesty committed by the Indemnified Party with actual dishonest purpose and
intent were material to the cause of action so adjudicated.




     4. NOTIFICATION AND DEFENSE OF CLAIMS. The Indemnified Party will give
to Nordson, as soon as practicable, written notice of any claim made against him
for which indemnification will or could be sought under this Agreement. The
failure to give such notice will not, however, relieve Nordson of its
obligations under this Agreement. In addition, the Indemnified Party and Nordson
will cooperate with each other in the defense of any such claim.



     5. PAYMENT OF EXPENSES. At the Indemnified Party’s request, Nordson
shall pay the Expenses as and when incurred by the Indemnified Party, after
receipt of written notice pursuant to Section 4 above and an undertaking, in
form satisfactory to Nordson, by or on behalf o the Indemnified Party to repay
the amounts so paid on the Indemnified Party’s behalf if it shall ultimately be
determined that the Indemnified Party is not entitled to be indemnified by
Nordson for the Expenses pursuant to law, the Regulations, or this Agreement, in
each case as in effect on the date hereof or as hereafter in effect by virtue of
any amendment, modification, or supplement. Expenses that represent attorneys’
fees or other costs incurred in defending any proceeding shall be paid by
Nordson within thirty days of its receipt of such request, together with
reasonable documentation of the amount and nature of the Expenses, subject to
receipt of the notice and the undertaking described in the preceding sentence of
this Section 5.



     6. NON-EXCLUSIVITY. Nothing in this Agreement will be deemed to
diminish or otherwise restrict the right of the Indemnified Party to
indemnification or recovery under the Regulations, any D&O insurance maintained
by Nordson, or otherwise.



     7. SEVERABILITY. If any provision or provisions of this Agreement are
held to be unenforceable, the other provisions of this Agreement will
remain in full force and effect.



     8. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with Ohio law.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



	 	 	 	 	 	 	 
	 	 	NORDSON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Indemnified Party