EX-10.3






Exhibit 10.3



AMENDMENT TO EMPLOYMENT AGREEMENT




This Amendment to the Employment Agreement between Nordson Corporation and Edward P. Campbell dated
November 18, 1998 is entered into as of December 10, 2008 by and between Nordson Corporation, an
Ohio corporation (“Nordson”), and Edward P. Campbell (“Employee”).



Whereas, Employee and Nordson entered into an Employment Agreement (the “Agreement”) dated
November 18, 1998 which Agreement was approved by the Nordson Corporation Compensation Committee;



Whereas, Nordson has concluded that the Agreement is a deferred compensation arrangement and
as such is subject to Internal Revenue Code Section 409A and the rules promulgated thereunder; and



Whereas, Compensation Committee has instructed that the Agreement be amended to comply with
Section 409A and that any provisions of the Agreement requiring Employee to mitigate the amount of
any payment or benefits provided for in the Agreement be rendered null and void.



Therefore, the Agreement is hereby amended in accordance with the Compensation Committee
instructions as follows:




Article 12, Severance Compensation. Subitem 12(b) addressing Employee’s duty to mitigate
the amount of any payment or benefits provided for in the Agreement is hereby deleted and
any references to or operation of Subitem 12(b) in the Agreement is hereby rendered null and
void.




Exhibit A, Tax Provision – 280G Gross-Up, Compliance with Section 409A, and 409A Gross-Up
and Exhibit B, Compensation and Employment Benefit Plans. The attached Exhibits A and B are
hereby incorporated in their entirety into this Amended Agreement, with attached Exhibit B
superseding Exhibit B of the Agreement.



All other terms and provisions of the Employment Agreement (Exhibit C) shall remain in full force
and effect.



IN WITNESS WHEREOF, the Company and Employee have executed this Agreement on the day and year first
above written.



Nordson Corporation



	 	 	 	 	 	 	 	 	 	 	 	 	 
	By: _______________________________

	 	Title:	 	Vice President, General Counsel & Secretary
	Employee:
	 	 	—	 	 	 	 	 	 	 	 	 
	   Edward P. Campbell
	 	 	 	 	 	 	 	 






EXHIBIT A:




Tax Provision – 280G Gross-Up, Compliance with Section 409A, and 409A Gross-Up




A. Gross-Up of Payments Deemed to be Excess Parachute Payments.



A.1 Acknowledgement; Determination by Accounting Firm. Nordson and Employee acknowledge
that, following a change in ownership or control (as that term is defined in the Treasury
Regulations published under Section 280G of the Internal Revenue Code), one or more payments or
distributions to be made by Nordson or an affiliated entity to or for the benefit of Employee
(whether paid or payable or distributed or distributable pursuant to the terms of the Amended
Agreement to which this Exhibit A is attached, under some other plan, agreement, or arrangement, or
otherwise) (a “Payment”) may be determined to be an “excess parachute payment” that is not
deductible by Nordson or any affiliated entity for Federal income tax purposes and with respect to
which Employee will be subject to an excise tax because of Sections 280G and 4999, respectively, of
the Internal Revenue Code. If a change in ownership or control occurs, either Employee or Nordson
may direct the Accounting Firm, which, subject to any inconsistent position asserted by the
Internal Revenue Service, will make all determinations required to be made under this Section A, to
determine whether any Payment will be an excess parachute payment and to communicate its
determination, together with detailed supporting calculations, to Nordson and to Employee within 30
days after its receipt of the direction from Employee or Nordson, as the case may be. Nordson and
Employee will cooperate with each other and the Accounting Firm and will provide necessary
information so that the Accounting Firm may make all such determinations.



A.2 Gross-Up Payments. If the Accounting Firm determines that any payment gives rise,
directly or indirectly, to liability on the part of Employee for excise tax under Section 4999
(and/or any penalties and/or interest with respect to any such excise tax), Nordson will make
additional cash payments (each, a “Gross-Up Payment”) to Employee, from time to time in such
amounts as are necessary to put Employee in the same position, after payment of all federal, state,
and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other
taxes) and any and all penalties and interest with respect to any such excise tax, as Employee
would have been in after payment of all federal, state, and local income taxes if the Payments had
not given rise to an excise tax under Section 4999 and no such penalties or interest had been
imposed. Nordson’s obligation to make Gross-Up Payments under this Section A is not contingent on
termination of Employee’s employment with Nordson. Nordson will make each Gross-Up Payment to
Employee within 30 days of the time that the related Payment constituting an excess parachute
payment is paid or provided to Employee.



A.3 Further Gross-Up Payments as Determined by the IRS. If the Internal Revenue Service
determines that any payment gives rise, directly or indirectly, to liability on the part of
Employee for excise tax under Section 4999 (and/or any penalties and/or interest with respect to
any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm,
Nordson will make further Goss-Up Payments to Employee in cash and in such amounts as are necessary
to put Employee in the same position, after payment of all federal, state, and local taxes (whether
income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all
penalties and interest with respect to any such excise tax, as Employee would have been in after
payment of all federal, state, and local income taxes if the payments had not given rise to an
excise tax under Section 4999 and no such penalties or interest had been imposed. Nordson will
make any additional Gross-Up Payments required by this Section A.3 not later than the due date of
any payment indicated by the Internal Revenue Service with respect to the underlying matters to
which the additional Gross-Up Payment relates.



A.4 Contest of IRS Determination by Nordson. If Nordson desires to contest any
determination by the Internal Revenue Service with respect to the amount of excise tax under
Section 4999, Employee will, upon receipt from Nordson of an unconditional written undertaking to
indemnify and hold Employee harmless (on an after tax basis) from any and all adverse consequences
that might arise from the contesting of that determination, cooperate with Nordson in that contest
at Nordson’s sole expense. Nothing in this Section A will require Employee to incur any expense
other than expenses with respect to which Nordson has paid to Employee sufficient sums so that
after the payment of the expense by Employee and taking into account the payment by Nordson with
respect to that expense and any and all taxes that may be imposed upon Employee as a result of
Employee’s receipt of that payment, the net effect is no cost to Employee. Nothing in this Section
A will require Employee to extend the statute of limitations with respect to any item or issue in
Employee’s tax returns other than, exclusively, the excise tax under Section 4999. If, as the
result of the contest of any assertion by the Internal Revenue Service with respect to excise tax
under Section 4999, Employee receives a refund of a Section 4999 excise tax previously paid and/or
any interest with respect thereto, Employee will promptly pay to Nordson such amount as will leave
Employee, net of the repayment and all tax effects, in the same position, after all taxes and
interest, that Employee would have been in if the refunded excise tax had never been paid. To
assure compliance with Section 409A, Nordson will make payments to Employee with respect to
expenses as contemplated in this Section A.4 subject to and as provided in Sections B.1 and B.2.



A.5 Accounting Firm Fees and Expenses. Nordson will bear and pay all fees and expenses of
the Accounting Firm for services performed pursuant to this Section A that are incurred at any time
from the Effective Date through the tenth anniversary of Employee’s death (“Applicable Fees and
Expenses”). To assure compliance with Section 409A, Nordson will pay any Applicable Fees and
Expenses subject to and as provided in Sections B.1 and B.2.



B. Compliance with Section 409A and 409A Gross Up.



B.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements. If Employee is a
“specified employee” for purposes of Section 409A, as determined under Nordson’s policy for
determining specified employees on the Employee’s termination date, each payment, benefit, or
reimbursement paid or provided under this Amended Agreement that constitutes a “deferral of
compensation” within the meaning of Section 409A, that is to be paid or provided as a result of a
“separation from service” within the meaning of Section 409A, and that would otherwise be paid or
provided at any time (a “Scheduled Time”) that is on or before the date that is exactly six months
after the Employee’s termination date (other than payments, benefits, or reimbursements that are
treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be
paid or provided at the Scheduled Time but will be accumulated (together with interest at the
applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date)
through the date that is exactly six months after the Employee’s termination date and will be paid
or provided to Employee during the period of 30 consecutive days that starts exactly six months and
one day after the Employee’s termination date, except that if Employee dies before the end of six
months after the Employee’s termination date, the payments, benefits, or reimbursements will be
accumulated only through the date of his death and will be paid or provided not later than 30 days
after the date of death.



B.2 Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of
expenses or in-kind benefits provided under any section of this Amended Agreement that are taxable
benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A
of the Code) are intended to comply, to the maximum extent possible, with the exception to Section
409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any
reimbursement of expenses or in-kind benefits provided under any section of this Amended Agreement
either do not qualify for that exception, or are provided beyond the applicable time periods set
forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they will be subject to the
following additional rules: (a) any reimbursement of eligible expenses will be paid within 30 days
following Employee’s written request for reimbursement; provided that Employee provides written
notice no later than 60 days before the last day of the calendar year following the calendar year
in which the expense was incurred so that Nordson can make the reimbursement within the time
periods required by Section 409A; (b) the amount of expenses eligible for reimbursement, or in-kind
benefits provided, during any calendar year will not affect the amount of expenses eligible for
reimbursement, or in-kind benefits to be provided, during any other calendar year; and (c) the
right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any
other benefit.



B.3 Compliance Generally. Nordson and Employee intend that the payments and benefits
provided under the Amended Agreement to which this Exhibit A is attached will either be exempt from
the application of, or comply with, the requirements of Section 409A. The Amended Agreement is to
be construed, administered, and governed in a manner that effects that intent and Nordson will not
take any action that is inconsistent with that intent. Without limiting the foregoing, the
payments and benefits provided under this Amended Agreement may not be deferred, accelerated,
extended, paid out, or modified in a manner that would result in the imposition of an additional
tax under Section 409A upon Employee.



B.4 Section 409A Gross-Up. If, notwithstanding the efforts of the parties to comply with
Section 409A, Employee is subject to any excise tax under Section 409A, Nordson will make
additional payments (“409A Gross-Up Payments”) to Employee so that after taking into account any
such additional tax and any related interest and/or penalties and the 409A Gross-Up Payments,
Employee will be in the same position as if no excise tax under Section 409A and no related
interest or penalties had been imposed upon Employee pursuant to Section 409A. The Accounting Firm
will have the same general duties with respect to the determination of the amount of any
Section 409A Gross-Up Payments as it has with respect to the determination of Gross-Up Payments
with respect to Section 4999 under Section A above and the parties will follow procedures in
connection with the determination and payment of any Section 409A Gross-Up Payments that are
similar to those specified in Section A above in connection with the determination and payment of
any Gross-Up Payments with respect to Section 4999.



B.4 Termination of Employment to Constitute a Separation from Service. The parties intend
that the phrase “termination of employment” and words and phrases of similar import mean a
“separation from service” with Nordson within the meaning of Section 409A. Employee and Nordson
will take all steps necessary (including taking into account this Section B.4 when considering any
further agreement regarding provision of services by Employee to Nordson after the Employee’s
termination date) to ensure that (a) any termination of employment under this Amended Agreement
constitutes a “separation from service” within the meaning of Section 409A, and (b) the Employee’s
termination date is the date on which Employee experiences a “separation from service” within the
meaning of Section 409A.



C. Definitions.



C.1 Accounting Firm.  The term “Accounting Firm” means the independent auditors of Nordson
for the fiscal year immediately preceding the earlier of (a) the year in which the termination date
occurred, or (b) the year, if any, in which occurred the first Change of Control occurring after
the effective d of this Amended Agreement, and that firm’s successor or successors; unless that
firm is unable or unwilling to serve and perform in the capacity contemplated by this Amended
Agreement, in which case Nordson must select another accounting firm that (i) is of recognized
regional or national standing and (ii) is not then the independent auditors for Nordson or any
affiliated corporation.



C.2 Sections 280G, 409A, and 4999. Each of the terms “Section 280G,” “Section 409A,” and
“Section 4999,” respectively, means that numbered section of the Internal Revenue Code. References
in the Agreement to any of these sections are intended to include any proposed, temporary, or final
regulations, or any other guidance, promulgated with respect to that specific section by the U.S.
Department of Treasury or the Internal Revenue Service.



1



EXHIBIT B:

Compensation and Employment Benefit Plans





	 	1.	 	The Amended and Restated Nordson Corporation 2004 Management
Incentive Compensation Plan






	 	2.	 	The Amended and Restated Nordson Corporation 2004 Long-Term
Performance Plan






	 	3.	 	The Nordson Corporation Salaried Employees Pension Plan






	 	4.	 	The Nordson Corporation Deferred Compensation Plan






	 	5.	 	The 2005 Nordson Corporation Deferred Compensation Plan






	 	6.	 	The Amended and Restated Nordson Corporation 2005 Deferred
Compensation Plan






	 	7.	 	The Nordson Corporation Excess Defined Contribution Benefit
Plan






	 	8.	 	The 2005 Nordson Corporation Excess Defined Contribution
Benefit Plan






	 	9.	 	The Amended and Restated 2005 Supplemental Executive
Retirement Plan (Defined Contribution)






10. The Nordson Corporation Excess Defined Benefit Pension Plan




	 	11.	 	The 2005 Nordson Corporation Excess Defined Benefit Pension
Plan






	 	12.	 	The Amended and Restated 2005 Supplemental Executive
Retirement Plan (Defined Benefit)






11. The Nordson Corporation Employees’ Savings Trust Plan (NEST)




	 	12.	 	The Nordson Corporation Salaried Employees’ Health Care Plan






	 	13.	 	The Nordson Corporation Prescription Drug and Dental Plans






	 	14.	 	The Nordson Corporation Short Term and Long Term Disability
Plans






	 	15.	 	The Nordson Corporation Group Life Insurance Plan-Salaried






	 	16.	 	The Nordson Corporation Group Travel Accident Plan






	 	17.	 	Nordson Corporation’s Car Allowance Plan






	 	18.	 	Nordson Corporation’s policy of reimbursement for club dues,
airline travel clubs, and the like






	 	19.	 	Nordson Corporation’s policies regarding vacation, holidays,
and paid time off.




2









Exhibit C




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT is entered into on this 13 day of November 1988, by and between
NORDSON CORPORATION, an Ohio corporation (the “Company”), and EDWARD P. CAMPBELL (“Employee”).



W I T N E S S E T H:




WHEREAS, Employee is an executive and key employee of the Company, has fully and ably
discharged his responsibilities and duties in his service to the Company to date, and is now
serving the Company as President and Chief Executive Officer;



WHEREAS, the Company desires to assure itself of continuity of management in the event of any
threatened or actual Change in Control (as hereafter defined);



WHEREAS, the Company desires to provide inducements for Employee not to engage in activity
competitive with the Company;



WHEREAS, the Company desires to assure itself, in the event of any threatened or actual Change
in Control, of the continued performance of services by Employee on an objective and impartial
basis and without distraction by concern for his employment status and security;



WHEREAS, Employee is willing to continue in the employ of the Company but desires assurance
that his responsibilities and status as an executive of the Company will not be adversely affected
by any threatened or actual Change in Control;



NOW, THEREFORE, the Company and Employee agree as follows:



1. Operation of Agreement. This Agreement shall be effective and binding immediately
upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement
shall not be operative unless and until there has been a Change in Control while Employee is in the
employ of the Company. For purposes of this Agreement, a Change in Control shall have occurred if
at any time any of the following events occurs:



(a) a report is filed with the Securities and Exchange Commission (the “SEC”)
on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report),
each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange
Act”), disclosing that any “person” (as the term “person” is used in Section 13(d)
or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner,
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Company’s then outstanding securities;



(b) the Company files a report or proxy statement with the SEC pursuant to
the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item
5(f) of Schedule 14A thereunder that a Change in Control of the Company has or may
have occurred or will or may occur in the future pursuant to any then-existing
contract or transaction;



(c) the Company is merged or consolidated with another corporation and, as a
result thereof, securities representing less than 50% of the combined voting power
of the surviving or resulting corporation’s securities (or of the securities of a
parent corporation in case of a merger in which the surviving or resulting
corporation becomes a wholly-owned subsidiary of the parent corporation) are owned
in the aggregate by holders of the Company’s securities immediately prior to such
merger or consolidation;



(d) all or substantially all of the assets of the Company are sold in a
single transaction or a series of related transactions to a single purchaser or a
group of affiliated purchasers; or



(e) during any period of 24 consecutive months, individuals who were
Directors of the Company at the beginning of such period cease to constitute at
least a majority of the Company’s Board of Directors (the “Board”) unless the
election, or nomination for election by the Company’s shareholders, of more than
one half of any new Directors of the Company was approved by a vote of at least
two-thirds of the Directors of the Company then still in office who were Directors
of the Company at the beginning of such 24 month period.



The first date on which a Change in Control occurs is referred to herein as the “Change in Control
Date.” Upon the occurrence of a Change in Control while Employee is in the employ of the Company,
this Agreement shall become immediately operative subject, however, to the provisions of Section 2,
below.



2. Possible “undoing” of a Change in Control. If a report is filed with the SEC
disclosing that a person (the “Acquiror”) is or has become a beneficial owner, directly or
indirectly, of securities of the Company representing 25% or more of the combined voting power of
the company’s outstanding securities and, as a result of that filing, a Change in Control, as
defined in Paragraph 1(a), above, occurs, while Employee is in the employ of the Company, then, as
provided in Paragraph 1, above, this Agreement will become immediately operative. However, if:




(a) a Change in Control as described in Paragraph 1(a) occurs while Employee is in the
employ of the Company;




(b) the Acquiror subsequently transfers or otherwise disposes of sufficient securities
of the Company in one or more transactions, to a person or persons other than affiliates of
the Acquiror or any persons with whom the Acquiror has agreed to act together for the
purpose of acquiring, holding, voting or disposing of securities of the Company, so that,
after such transfer or other disposition, the Acquiror is no longer the beneficial owner,
directly or indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company’s then outstanding securities;




(c) at the time of the subsequent transfer or disposition that reduced the Acquiror’s
holdings to less than 10% as provided in (b), immediately above, no other event
constituting a Change in Control had occurred; and




(d) at the time of the subsequent transfer or other disposition that reduced the
Acquiror’s holdings to less than 10%, Employee’s employment with the Company had not been
terminated by the Company without cause or by Employee for good reason,



then, for all purposes of this Agreement, the filing of the report constituting a Change in Control
under Paragraph 1(a) shall be treated as if it had not occurred and this Agreement shall return to
the status it had immediately before the filing of the report constituting a Change in Control
under Paragraph 1(a). Accordingly, if and when a new Change in Control occurs, this Agreement will
again become operative on the date of that new Change in Control.



3. Employment, Contract Period.




(a) Subject to the terms and conditions of this Agreement, upon the occurrence of a
Change in Control, the Company shall continue to employ Employee and Employee shall
continue in the employ of the Company for the period specified in Paragraph 3(b) (the
“Contract Period”), in the position and with the duties and responsibilities set forth in
Paragraph 4.




(b) The Contract Period shall commence on the Change in Control Date and, subject
only to the provisions of Paragraph 9 below, shall continue for a period of twenty-four
months to the close of business on the day (the “Contract Expiration Date”) falling
twenty-four months after the Change in Control Date.



4. Position, Duties, Responsibilities. At all times during the Contract Period,
Employee shall:




(a) hold the same position with substantially the same duties and responsibilities as
an executive of the Company as Employee held immediately before the Change in Control Date
and those duties and responsibilities may be extended, from time to time during the
Contract Period, by the Board with Employee’s consent;




(b) adhere to and implement the policies and directives promulgated, from time to
time, by the Board;




(c) observe all Company policies applicable to executive personnel of the Company; and




(d) devote his business time, energy, and talent to the business of and to the
furtherance of the purposes and objectives of the Company to generally the same extent as
he has so devoted his business time, energy, and talent before the Change in Control Date,
and neither directly nor indirectly render any business, commercial, or professional
services to any other person, firm, or organization for compensation without the prior
approval of the Board.



Nothing in this Agreement shall preclude Employee from devoting reasonable period of time to
charitable and community activities or the management of his investment assets provided such
activities do not materially interfere with the performance by Employee of his duties hereunder.



5. Compensation. For services actually rendered by Employee on behalf of the Company
during the Contract Period as contemplated by this Agreement the Company shall pay to Employee a
base salary, annual bonus and stock options (together referred to as “Total Compensation”) as
follows:




(a) base salary at a rate equal to the highest of (i) the rate in effect immediately
before the Change in Control date, (ii) the rate in effect exactly two years before the
Change in Control Date, or (iii) such greater rate as the Company may determine. The base
salary shall be paid to Employee in the same increments and on the same schedule each month
as in effect immediately before the Effective Date;




(b) an annual bonus under the 1995 Management Incentive Compensation Plan as amended,
or any substitute therefore, (“Bonus Plan”) equal to the highest of (i) the amount
calculated using the Bonus Plan in effect immediately before the Change in Control Date,
(ii) the amount calculated using the Bonus Plan in effect exactly two years before the
Change of Control Date, or (iii) such greater amount as the Company may determine. The
annual bonus shall be paid to the Employee not later than the first payroll date in January
following the plan year for which the bonus was earned;




(c) stock options shall be granted annually at such times, under such terms and
conditions, and in such amounts, as to be no less valuable than the greater value of (i)
stock options granted immediately before the Change in Control Date, (ii) stock options
granted two years before the Change in Control Date, and (iii) such greater value as the
Company may determine.



6. Vacation, Holidays and Sick Leave. Employee will be entitled to such periods of
vacation, holidays and sick leave allowance each year as are determined by the Company’s policies
relevant to vacation, holidays and sick pay for executive personnel as in effect immediately before
the Change in Control Date or as may be increased from time to time thereafter. Neither vacation
time nor sick leave allowance will be accumulated from year to year.



7. Other Company Plans, Benefits, and Perquisites. During the Contract Period
Employee shall continue to be entitled to participate in every employee benefit plan, incentive
plan or arrangement (“Plan”) that is generally available to executive personnel of the Company
immediately before the Change in Control Date or that is specifically extended to Employee by the
Company before the Change in Control Date, whether or not Employee is eligible to participate in
such Plan on the date of this Agreement. Employee’s participation in and benefits under any such
Plan shall be on the terms and subject to the conditions specified in the governing document of the
particular plan or arrangement as in effect immediately before the Change in Control Date, which
terms and conditions shall not be amended during the Contract Period unless the benefits to
Employee are at least as great under the Plan as amended (or under a substitute Plan) as were the
benefits under the Plan as in effect immediately before the Change in Control Date. Specific Plans
of the Company to which Employee is entitled to benefits include, but are not limited to, the Plans
(or any substitute Plan) listed on Exhibit A hereto.



The Company will also provide Employee with such perquisites during the Contract Period as the
Company customarily provided to similarly situated executive personnel in the period immediately
before the Change in Control Date.



8. Additional Benefit. If a Change in Control occurs and this Agreement becomes
operative and thereafter Employee’s employment is terminated by the Company without cause or by
Employee for good reason, whether such termination occurs before, on, or after the Contract
Expiration Date, the Company shall pay and provide benefits to or with respect to Employee in such
amounts and at such times so that the aggregate benefits payable to or with respect to Employee
under the Salaried Plan and the Excess Benefit Plans will be equal to the aggregate benefits that
would have been paid to or with respect to Employee under the Salaried Plan and the Excess Benefit
Plans if Employee were exactly five years older than his actual age and his credit under the
Salaried Plan and the Excess Benefit Plans were equal to the greater of his actual service or the
amount of service he is deemed to have under paragraph 12(a)(iv), below. If Employee’s employment
is terminated after a Change in Control by the Company without cause or by Employee for good reason
and Employee is entitled to additional benefits by virtue of the additional five years of deemed
age provided for in this Paragraph 8, then the Company shall directly provide such benefits to
Employee in the same manner as additional benefits are to be provided to Employee under paragraph
12(a), below.



9. Priority of Paragraphs 2 Over 8. Paragraph 2 of this Agreement shall take
precedence over Paragraph 8 of this Agreement so that if a Change in Control occurs and is
subsequently undone under Paragraph 2 of this Agreement, Employee will thereafter have no rights
under Paragraph 8 of this Agreement unless and until a further Change in Control occurs.



10. Effect of Disability. If during the Contract Period and before his employment
hereunder is otherwise terminated, Employee becomes disabled to such an extent that he is prevented
from performing his duties hereunder by reason of physical or mental incapacity: (a) he shall be
entitled to disability and other benefits at least equal to those that would have been available to
him had the Company continued, throughout the period of Employee’s disability, all of its programs,
benefits, and policies with respect to disabled employees that were in effect immediately before
the Change in Control; and (b) if he recovers from his disability before the end of the Contract
Period he shall be reinstated as an active employee for the remainder of the Contract Period under
and subject to all of the terms of this Agreement including, without limitation, the Company’s
right to terminate Employee with or without cause under Paragraph 11(b).



11. Termination Following a Change in Control. Following a Change in Control:




(a) Employee’s employment hereunder will terminate without further notice upon the
death of Employee;




(b) The Company may terminate Employee’s employment hereunder effective immediately
upon giving notice of such termination:




(i) for “cause,” (A) if Employee commits an act of fraud, embezzlement, theft,
or other similar criminal act constituting a felony and involving the Company’s
business or (B) if Employee breaches his agreement with respect to the time to be
devoted to the business of the Company set forth in Paragraph 3(d) hereof and fails
to cure such breach within 30 days of receipt of written notice of such breach from
the Board; or




(ii) without cause at any time; and




(c) Employee may terminate his employment hereunder effective immediately upon giving
of notice of such termination or retirement:




(i) without cause at any time; or




(ii) for “good reason,” which, for purposes of this Agreement shall mean
notice by the Employee to the Company of the occurrence of any of the following:




(A) any reduction in base salary or position or any material reduction in
responsibilities or duties contemplated for Employee under this Agreement or any material
reduction in the aggregate of employee benefits, perquisites, or fringe benefits
contemplated for Employee under this Agreement, provided that any particular reduction
described in this clause (A) shall constitute “good reason” only if Employee terminates his
employment within six months of the date of the reduction; or




(B) any good faith determination by Employee that, as a result of fundamental
differences of opinion between Employee and the Board as to the goals of the Company,
Employee is unable to carry out the responsibilities and duties contemplated for Employee
under this Agreement, provided that any determination by Employee described in this clause
(B) shall constitute “good reason” only if Employee terminates his employment within six
months of the Change in Control Date.



12. Severance Compensation.




(a) If, before the Contract Expiration Date, Employee’s employment is terminated by
the Company without cause or by Employee for good reason, then, except as provided in
Paragraph 12(b), 12(c), or 12(d), the Company shall pay and provide to Employee the
following compensation and benefits through the last to occur of (x) the expiration of
twenty-four months after the effective date of the termination, and (y) the Contract
Expiration Date (such last-to-occur date is hereinafter referred to as the “Severance
Benefits Termination Date”):




(i) Base Salary and Annual Bonus at the highest rate payable to Employee
during the Contract Period, to be paid at the times provided in Paragraph 5 hereof;




(ii) in lieu of the opportunity to receive stock option grants during the
period from the effective date of termination through the Severance Benefits
Termination Date, the Company will pay to Employee an amount in cash equal to the
product of (A) the aggregate value of the stock options granted to Employee with
Respect to the fiscal year ended immediately prior to the Change in Control and (B)
a fraction, the numerator of which is the number of days from the effective date of
termination through the Severance Benefits Termination Date and the denominator of
which is 365; for this purpose, the value of the stock options will be determined
using the Black-Scholes option price model;




(iii) coverage under the Company’s medical, dental, insurance, short-term
disability, long-term disability plans, and other Plans, as listed on Exhibit A,
Items 7 through 14 (provided that he became eligible to participate therein prior
to the date his employment is terminated), each as in effect on the Change in
Control Date (or, if subsequently amended to increase benefits to Employee or his
dependents, as so amended) and each as if Employee’s employment had continued
through the Severance Benefits Termination Date; and




(iv) coverage and service credit under the Salaried Plan and the Excess
Benefit Plans maintained in connection with the Salaried Plan under which he is
eligible to participate so that the aggregate benefits payable to or with respect
to the Employee under the Salaried Plan and the Excess Benefit Plan will be equal
to the aggregate benefits that would have been paid to or with respect to Employee
under the Salaried Plan and the Excess Benefit Plans if Employee’s employment had
continued through the Severance Benefits Termination Date.




If any of the benefits to be provided under the Company’s Plans cannot be provided through
that Plan to Employee following termination of his employment, the Company shall directly
provide the full equivalent of such benefits to Employee. For example, since it is not
possible to provide additional service credit directly through the Salaried Plan, if
Employee becomes entitled to an additional 18 months of service credit under the Salaried
plan pursuant to (iv) above, the Company will be required to pay to Employee, from its
general assets, on each date on which Employee receives a payment from the Salaried Plan, a
supplemental payment equal to the amount by which that particular payment under the
Salaried Plan would have been increased if Employee’s total service credit under the
Salaried Plan were 18 months greater than is actually the case by reason of this Agreement.
In addition, if in these circumstances any payments become due under the Salaried Plan
with respect to Employee following his death, the Company will be obligated to make similar
supplemental payments with respect to Employee on the dates on which payments are made with
respect to Employee under the Salaried Plan.




Furthermore, the provisions of this Agreement shall not affect the validity or
enforceability of any other agreement between the Company and Employee, and the benefits
provided under this Agreement shall be additive to any other benefits promised to Employee
under such other agreement. Moreover, this Agreement shall not operate to negate any other
assurances provided to Employee.




(b) If Employee becomes entitled to compensation and benefits pursuant to Paragraph
12(a) he shall use reasonable efforts to seek other employment, provided, however, that he
shall not be required to accept a position of less importance and dignity or of
substantially different character than of his position with the Company or a position that
would require Employee to engage in activity in violation of Employee’s agreement with
respect to noncompetition set forth in Paragraph 14 hereof nor shall he be required to
accept a position outside the greater Cleveland area. The Company’s obligations under item
(i) and (ii) of Paragraph 12(a) will be offset by payments and benefits received by
Employee from another employer to the following extent:




(i) The Company’s obligation to pay any particular installment of base salary
following Employee’s termination will be offset, on a dollar for dollar basis, by
any cash compensation received by Employee from another employer before the date on
which the installment of base salary is payable by the Company.




(ii) To the extent that Employee is provided medical, dental, or short-term or
long-term disability income protection benefits by another employer during any
period, the Company will be relieved of its obligation to provide such benefits to
Employee. For example, if a new employer provides Employee with a medical benefits
plan that pays $500.00 for a specific claim made by Employee and the Company’s
medical insurance plan would have paid $750.00 for that claim, then the Company
will be obligated to pay Employee $250.00 with respect to that claim.




Other than as provided in this Paragraph 12(b) Employee shall have no duty to mitigate the
amount of any payment or benefit provided for in this Agreement.




(c) If during any period in which Employee is entitled to payments or benefits from
the Company under Paragraph 12(a):




(i) Employee materially and willfully breaches his agreement with respect to
confidential information set forth in Paragraph 13 hereof and such breach directly
causes the Company substantial and demonstrable damage; or




(ii) Employee materially and wilfully breaches his agreement with respect to
noncompetition set forth in Paragraph 14 hereof and such breach directly causes the
Company substantial and demonstrable damage;




then the Company will be relieved of its obligations under paragraph 12(a) hereof as of the
first day of the month immediately following the date of such material breach.




(d) If Employee dies on or before the Severance Benefits Termination Date and
immediately before his death he is entitled to payments or benefits from the Company under
Paragraph 12(a), the Company will be relieved of its obligations under item (i) of
Paragraph 12(a) as of the first day of the month immediately following the month in which
Employee dies and thereafter the Company will provide to Employee’s beneficiaries and
dependents salary continuation payments, benefits under the Excess Benefits Plan (as
supplemented by item (iii) of Paragraph 12(a), and continuing medical and dental benefits
to the same extent (subject to reduction for payments or benefits from a new employer under
paragraph 12(b) as if Employee’s death had occurred while Employee was in the active employ
of the Company.



13. Confidential Information. Employee agrees that he will not, during the term of
the Agreement or at any time thereafter, either directly or indirectly, disclose or make known to
any person, firm, or corporation any confidential information, trade secret, or proprietary
information of the Company that Employee may acquire in the performance of Employee’s duties
hereunder. Upon the termination of Employee’s employment with the Company, Employee agrees to
deliver forthwith to the Company any and all literature, documents, correspondence, and other
materials and records furnished to or acquired by Employee during the course of such employment.



14. Noncompetition. During any period in which Employee is receiving Total
Compensation under this Agreement (whether during the Contract Period pursuant to Paragraph 5 or
following termination pursuant to Paragraph 12(a), Employee shall not act as a proprietor,
investor, director, officer, employee, substantial stockholder, consultant, or partner in any
business engaged to a material extent in direct competition with the Company in any market in any
line of business engaged in by the Company during the Contract period. If Employee delivers to the
Company a written waiver of his right to receive any further compensation or benefits pursuant to
Paragraph 12(a), if agreed to by the Company in writing, he shall be released, effective as of the
date of agreement by the Company, from the post-termination noncompetition covenant contained in
this Paragraph 14.



15. Costs of Enforcement. The Company shall pay and be solely responsible for any and
all costs and expenses (including attorneys’ fees) incurred by Employee in seeking to enforce the
Company’s obligations under this Agreement unless and to the extent a court of competent
jurisdiction determines that the Company was relieved of those obligations because (a) the Company
terminated Employee for cause (as determined under Paragraph 11(b)(i) hereof), (b) Employee
voluntarily terminated his employment other than for good reason (as determined under Paragraph
11(c)(ii) hereof), or (c) Employee materially and willfully breached his agreement not to compete
with the Company or his agreement with respect to confidential information and such breach directly
caused substantial and demonstrable damage to the Company. The Company shall forthwith pay
directly or reimburse Employee for any and all such costs and expenses upon presentation by
Employee or by counsel selected from time to time by Employee of a statement or statements prepared
by Employee or by such counsel of the amount of such costs and expenses. If and to the extent a
court of competent jurisdiction renders a final binding judgment determining that the Company was
relieved of its obligations for any of the reasons set forth in (a), (b) or (c) above, Employee
shall repay the amount of such payments or reimbursements to the Company. In addition to the
payment and reimbursement of expenses of enforcement provided for in this Paragraph 15, the Company
shall pay to Employee in cash, as and when the Company makes any payment on behalf of, or
reimbursement to, Employee, an additional amount sufficient to pay all federal, state, and local
taxes (whether income taxes or other taxes) incurred by Employee as a result of (x) payment of the
expense or receipt of the reimbursement, and (y) receipt of the additional cash payment. The
Company shall also pay to Employee interest (calculated at the Base Rate from time to time in
effect at National City Bank, Cleveland, Ohio, compounded monthly) on any payments or benefits that
are paid or provided to Employee later than the date on which due under the terms of this
Agreement.



16. Employee Rights. Nothing expressed or implied in this Agreement shall create any
right or duty on the part of the Company or Employee to have Employee remain in the employ of the
Company before any Change in Control and Employee shall have no rights under this Agreement if his
employment with the Company is terminated for any reason or for no reason before any Change in
Control. Nothing expressed or implied in this Agreement shall create any duty on the part of the
Company to continue in effect, or continue to provide to Employee, any plan or benefit unless and
until a Change in Control occurs. If, before a Change in Control, the Company ceases to provide
any plan or benefit to Employee, nothing in this Agreement shall be construed to require the
Company to reinstitute that plan or benefit to Employee upon the later occurrence of a Change in
Control.



17. Notices. For purposes of this Agreement, all communications provided for herein
shall be in writing and shall be deemed to have been duly given when delivered or when mailed by
United States registered or certified mail, return receipt requested, postage prepaid, addressed to
the Company (Attention: President) at its principal executive office and to Employee at his
principal residence, or to such other address as either party may have furnished to the other in
writing and in accordance herewith, except that notices of change of address shall be effective
only upon receipt.



18. Assignment, Binding effect.




(a) This Agreement shall be binding upon and shall inure to the benefit of the Company
and the Company’s successors and assigns. The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and or assets of the Company, by agreement in form and
substance satisfactory to Employee, to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.




(b) This Agreement shall be binding upon Employee and this Agreement and all rights of
Employee hereunder shall inure to the benefit of, and be enforceable by, Employee and his
personal or legal representatives, executors, or administrators. No right, benefit, or
interest of Employee hereunder shall be subject to assignment, anticipation, alienation,
sale, encumbrance, charge, pledge, hypothecation, or to execution, attachment, levy, or
similar process; except that Employee may assign any right, benefit, or interest hereunder
if such assignment is permitted under the terms of any plan or policy of insurance or
annuity contract governing such right, benefit, or interest.



19. Invalid Provisions.




(a) Any provision of this Agreement that is prohibited or unenforceable shall be
ineffective to the extent, but only to the extent, of such prohibition or unenforceability
without invalidating the remaining portions hereof and such remaining portions of this
Agreement shall continue to be in full force and effect.




(b) In the event that any provision or portion of this Agreement shall be determined
to be invalid or unenforceable, the parties will negotiate in good faith to replace such
provision with another provision that will be valid or enforceable and that is as close as
practicable to the provision held invalid or unenforceable.



20. Modification. No modification, amendment, or waiver of any of the provisions of
the Agreement shall be effective unless in writing, specifically referring hereto, and signed by
both parties.



21. Waiver of Breach. The failure at any time to enforce any of the provisions of
this Agreement or to require performance by the other party of any of the provisions of this
Agreement shall in no way be construed to be a waiver of such provisions or to affect either the
validity of this Agreement or any part of this Agreement or the right of either party thereafter to
enforce each and every provision of this Agreement in accordance with the terms hereof.



22. Governing Law. This Agreement has been made in and shall be governed and
construed in accordance with the laws of the State of Ohio.



23. Gross-Up of Payments Deemed to be Excess Parachute Payments.




(a) The Company and Employee acknowledge that, following a Change of Control, one or
more payments or distributions to be made by the Company to or for the benefit of Employee
(whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”)
may be determined to be an “excess parachute payment” that is not deductible by the Company
for Federal income tax purposes and with respect to which Employee will be subject to an
excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code
(hereinafter referred to respectively as “Section 280G” and “Section 4999”). If Employee’s
employment is terminated after a Change of Control occurs, the Accounting Firm, which,
subject to any inconsistent position asserted by the Internal Revenue Service, shall make
all determinations required to be made under this Paragraph 23, shall determine whether any
Payment would be an excess parachute payment and shall communicate its determination,
together with detailed supporting calculations, to the Company and to Employee within 30
days after the date on which Employee’s employment with the Company terminates or such
earlier time as is requested by the Company. The Company and Employee shall cooperate with
each other and the Accounting Firm and shall provide necessary information so that the
Accounting Firm may make all such determinations. The Company shall pay all of the fees of
the Accounting Firm for services performed by the Accounting Firm as contemplated in this
Paragraph 23.




(b)  If the Accounting Firm determines that any Payment gives rise, directly or
indirectly, to liability on the part of Employee for excise tax under Section 4999 (and/or
any penalties and/or interest with respect to any such excise tax), the Company shall make
additional cash payments to Employee, from time to time and at the same time as any Payment
constituting an excess parachute payment is paid or provided to Employee, in such amounts
as are necessary to put Employee in the same position, after payment of all federal, state,
and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or
other taxes) and any and all penalties and interest with respect to any such excise tax, as
Employee would have been in after payment of all federal, state, and local income taxes if
the Payments had not given rise to an excise tax under Section 4999 and no such penalties
or interest had been imposed.




(c) If the Internal Revenue Service determines that any Payment gives rise, directly
or indirectly, to liability on the part of Employee for excise tax under Section 4999
(and/or any penalties and/or interest with respect to any such excise tax) in excess of the
amount, if any, previously determined by the Accounting Firm, the Company shall make
further additional cash payments to Employee not later than the due date of any payment
indicated by the Internal Revenue Service with respect to these matters, in such amounts as
are necessary to put Employee in the same position, after payment of all federal, state,
and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or
other taxes) and any and all penalties and interest with respect to any such excise tax, as
Employee would have been in after payment of all federal, state, and local income taxes if
the Payments had not given rise to an excise tax under Section 4999 and no such penalties
or interest had been imposed.




(d) If the Company desires to contest any determination by the Internal Revenue
Service with respect to the amount of excise tax under Section 4999, Employee shall, upon
receipt from the Company of an unconditional written undertaking to indemnify and hold
Employee harmless (on an after tax basis) from any and all adverse consequences that might
arise from the contesting of that determination, cooperate with the Company in that contest
at the Company’s sole expense. Nothing in this Paragraph 23(d) shall require Employee to
incur any expense other than expenses with respect to which the Company has paid to
Employee sufficient sums so that after the payment of the expense by Employee and taking
into account the payment by the Company with respect to that expense and any and all taxes
that may be imposed upon Employee as a result of his receipt of that payment, the net
effect is no cost to Employee. Nothing in this Paragraph 23(d) shall require Employee to
extend the statute of limitations with respect to any item or issue in his tax returns
other than, exclusively, the excise tax under Section 4999. If, as the result of the
contest of any assertion by the Internal Revenue Service with respect to excise tax under
Section 4999, Employee receives a refund of a Section 4999 excise tax previously paid
and/or any interest with respect thereto, Employee shall promptly pay to the Company such
amount as will leave Employee, net of the repayment and all tax effects, in the same
position, after all taxes and interest, that he would have been in if the refunded excise
tax had never been paid.




(e) For purposes of this Paragraph 23, the term “Accounting Firm” means the
independent auditors of the Company for the fiscal year preceding the year in which the
earlier of (i) the date of termination of Employee’s employment with the Company, or (ii)
the year, if any, in which occurred the first Change of Control occurring after the date of
this Agreement, and such firm’s successor or successors; provided, however, if such firm is
unable or unwilling to serve and perform in the capacity contemplated by this Agreement,
the Company shall select another national accounting firm of recognized standing to serve
and perform in that capacity under this Agreement, except that such other accounting firm
shall not be the then independent auditors for the Company or any of its affiliates (as
defined in Rule 12b-2 promulgated under the Exchange Act).



IN WITNESS WHEREOF, the Company and Employee have executed this Agreement on the day and year
first above written.



NORDSON CORPORATION



By:  

Thomas L. Moorhead

Title: Vice President, Law and

Assistant Secretary




Employee:       



Edward P. Campbell



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EXHIBIT A

COMPANY PLANS





	 	1.	 	The Nordson Corporation 1995 Management Incentive
Compensation Plan;





2. The Nordson Corporation 1993 Long-Term Performance Plan;




3. The Nordson Corporation Salaried Employees Pension Plan (the “Salaried Plan”);



4. Nordson Corporation Officers’ Deferred Compensation Plan;




	 	5.	 	The Nordson Corporation Excess Defined Benefit Pension Plan
and the Excess Defined Contribution Retirement Plan (the “Excess Benefit
Plans”);





6. The Nordson Corporation Employees’ Savings Trust Plan (NEST);




7. The Nordson Corporation Non-Union Employees Stock Ownership Plan;



8. The Nordson Corporation Salaried Employees’ Health Plan;



9. The Nordson Corporation Prescription Drug Plan;



10. The Nordson Corporation Short Term and Long Term Disability Plans;



11. The Nordson Corporation Employees’ Dental Expense Plan;



12. The Nordson Corporation Group Life Insurance Plan-Salaried;



13. The Nordson Corporation Group Travel Accident Plan;



14. The Company’s car allowance Plan;




15. Nordson’s policy of reimbursement for club dues, airline travel clubs, and the
like.




4