EX-10.2






Exhibit 10.2



CHANGE-IN-CONTROL RETENTION AGREEMENT




This Agreement is entered into as of [December      , 2008] by and between The Nordson Corporation, an
Ohio corporation (“Nordson”), and [Name of Executive], an individual (“Employee”).



Employee is an executive and key employee of Nordson and is now serving Nordson as its [Executive’s
Title]. Nordson desires to assure itself of continuity of management in the event of any
threatened or actual Change in Control, to provide inducements for Employee not to compete with
Nordson, and 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/her] employment status and security. In order to induce Employee
to remain in its employ, Nordson agrees that if Employee’s employment with Nordson is terminated
after a Change in Control under certain circumstances as described below, Nordson will pay the
severance benefits set forth in this Agreement.



Nordson and Employee agree as follows:



1.  Operation of Agreement. This Agreement will be effective and binding
immediately upon the date first set forth above (the “Effective Date”) but will not be operative
unless and until there has been a Change in Control while Employee is in the employ of Nordson. If
a Change in Control occurs while Employee is in the employ of Nordson, this Agreement will become
immediately operative and (subject only to the possible undoing of the particular Change in
Control, as provided in Section 14 below) will continue in effect in accordance with its terms.



2.  Retention Period. If and when a Change in Control occurs, Nordson will
continue to employ Employee and Employee will continue in the employ of Nordson during the period
(the “Retention Period”) that begins on the first date on which a Change in Control occurs (the
“Change in Control Date”) and ends at the close of business on the second anniversary of the Change
in Control Date, except that Employee’s employment may be terminated during the Retention Period as
provided in Section 5 below.



3.  Position, Duties, Responsibilities. At all times during the Retention
Period, Employee will:




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




(b)  observe all Nordson policies applicable to Nordson executive personnel; and




(c)  devote [his/her] business time, energy, and talent to the business of and to
the furtherance of the purposes and objectives of Nordson to generally the same extent as
Employee so devoted [his/her] business time, energy, and talent before the Change in Control.



Nothing in this Agreement will preclude Employee from devoting reasonable periods of time to
charitable and community activities or the management of Employee’s investment assets provided
those activities do not materially interfere with the performance of Employee’s duties under this
Agreement.



4.  Compensation and Benefits During the Retention Period. During the Retention
Period, Employee will be entitled to the same base salary and to the same or equivalent other
elements of total direct compensation opportunity (consisting of, short and long term incentive
compensation, equity grants, and executive perquisites) and employee pension and welfare benefits
as that afforded to Employee by Nordson immediately before the Change in Control Date.



5.  Termination Following a Change in Control. During the Retention Period,
Employee’s employment with Nordson (and the Retention Period) may be terminated only in accordance
with one of the subsections of this Section 5. For all purposes of this Agreement, the term
“Employment Termination Date” means the last date on which Employee is employed by Nordson.




(a)  By Nordson for Cause. Nordson may terminate Employee’s employment
under this Agreement for “Cause,” effective immediately upon giving notice of termination, if:




(i)  Employee commits an act of fraud, embezzlement, theft, or other similar
criminal act constituting a felony and involving Nordson’s business, or




(ii)  Employee (except by reason of incurring a disability) breaches [his/her]
agreement with respect to the time to be devoted to the business of Nordson set forth in
Section 3(c) above and fails to cure that breach within 30 days of receipt of written
notice of that breach from the Board.




(b)  By Nordson without Cause. Nordson may terminate Employee’s employment
under this Agreement without Cause at any time, effective immediately upon giving notice of
that termination.




(c)  By Employee for Good Reason. Subject to compliance with the notice
and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may
terminate [his/her] employment under this Agreement for “Good Reason” if any of the following
circumstances occurs during the Retention Period without Employee’s express written consent:




(i)  a reduction in Employee’s base annual salary from that provided
immediately before the Change in Control Date; 




(ii)  a failure by Nordson to make available to Employee compensation plans,
employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and
other benefits and perquisites that provide opportunities to receive overall compensation
and benefits and perquisites at least equal to the opportunities for overall compensation
and benefits and perquisites that were available to Employee immediately before the Change
in Control Date;




(iii)  a change in the location of Employee’s principal place of employment by
more than 50 miles from the location where Employee was principally employed immediately
before the Change in Control Date;  




(iv)  a significant increase in the frequency or duration of Employee’s
business travel; or 




(v)  a material and adverse change in the authorities, powers, functions, or
duties attached to Employee’s position from those authorities, powers, functions, and
duties as they existed immediately before the Change in Control Date (but a change in the
office or officer to whom Employee reports will not, in itself, be deemed to be a material
adverse change in Employee’s authorities, powers, functions, or duties for these
purposes).




Employee may give notice of termination for Good Reason based on any particular circumstance
described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of
that intention (and of the particular circumstance on which the notice is based) not later
than 90 days after Employee becomes aware of the existence of that particular circumstance.
Any notice by Employee of termination for Good Reason must specify a date, not earlier than
30 days after the date on which the notice is given, that Employee proposes as [his/her]
Employment Termination Date. If Nordson cures the circumstance identified by Employee in
[his/her] notice before the proposed Employment Termination Date, Employee will not be
entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice
will be deemed rescinded. If Nordson fails to so cure before the proposed Employment
Termination Date, Employee’s employment will terminate for Good Reason effective on that
date.




(d)  By Employee without Good Reason. Employee may terminate [his/her]
employment under this Agreement without Good Reason at any time, effective immediately upon
giving of notice of that termination.




(e)  Upon Death or Retirement. Upon the death or Retirement of Employee,
Employee’s employment under this Agreement will terminate automatically and without further
notice, effective as of the date of death or Retirement. For all purposes of this Agreement,
“Retirement” means Employee’s termination of employment under the terms of the applicable
Nordson retirement plan as in effect immediately before the Change in Control Date.




(f)  Upon Total Disability. Nordson may terminate Employee’s employment
under this Agreement, effective thirty days after the giving of notice by Nordson, if Employee
suffers a Total Disability. For all purposes of this Agreement, “Total Disability” means a
physical or mental impairment, due to accident or illness, that renders Employee permanently
incapable of performing the duties attached to Employee’s position as those duties existed
immediately before the Change in Control Date.



6.  Payments upon Termination.




(a)  Termination for Cause or without Good Reason. If during the Retention
Period Nordson terminates Employee’s employment for Cause or Employee terminates [his/her]
employment without Good Reason, Employee will not be entitled to any termination, separation,
severance, or similar benefits under this Agreement.




(b)  Termination Upon Employee’s Total Disability, Retirement, or Death. If
during the Retention Period Employee’s employment is terminated as a result of Employee’s
Total Disability, Retirement, or death, Employee will be entitled to benefits under and in
accordance with Nordson’s disability, retirement, and death benefit (including life insurance
policies) plans and policies as in effect immediately before the Change in Control Date, or
benefits equivalent thereto. In addition, Nordson will pay to Employee (or to Employee’s
estate in the event of Employee’s death) any Unpaid Prior Year Bonus and a Current Year Pro
Rata Bonus. For all purposes of this Agreement, the term “Unpaid Prior Year Bonus” means any
bonus for the fiscal year ended immediately before the fiscal year in which the Employment
Termination Date occurs that remains unpaid as of the Employment Termination Date (whether or
not, under normal practice, that bonus would not be paid until a date later than the
Employment Termination Date).




For all purposes of this Agreement, the term “Current Year Pro Rata Bonus” means (x) an amount
calculated on the same date and in the same manner as Employee’s annual incentive bonus under
the bonus plan in effect for the fiscal year in which the Employment Termination Date occurs
would have been calculated if Employee’s employment had not been terminated and, to the extent
relevant to that calculation, Employee’s performance through the entire fiscal year had been
equal to [his/her] performance during the part of the fiscal year ending on the Employment
Termination Date, multiplied by (y) a fraction, the numerator of which is the number of days
in the partial fiscal year ending on the Employment Termination Date and the denominator of
which is 365. Unless any payment under this Section 6(b) must be postponed by reason of
Section 409A of the Internal Revenue Code (as provided in Exhibit A to this Agreement):
Nordson will pay any Unpaid Prior Year Bonus at the same time that amount would have been paid
if Employee’s employment had continued indefinitely but not later than March 15 of the year in
which the Employment Termination Date occurs; Nordson will pay any Current Year Pro Rata Bonus
at the same time that amount would have been paid if Employee’s employment had continued
indefinitely but not later than March 15 of the year immediately after the year in which the
Employment Termination Date occurs; and Nordson will pay any other benefits or amounts payable
pursuant to this Section 6(b) at the time specified in the applicable plan.




(c)  Termination without Cause or for Good Reason. If during the Retention
Period Employee’s employment is terminated by Nordson without Cause or by Employee for Good
Reason, Nordson will pay and provide to Employee the following compensation and benefits:




(i)  Accrued Obligations. Nordson will pay to Employee base salary
through the Employment Termination Date (at the rate in effect immediately before the
Employment Termination Date), any Unpaid Prior Year Bonus, a Pro Rata Current Year Bonus,
and all other amounts to which Employee is entitled under any Nordson compensation plan
applicable to Employee that is listed on Exhibit B to this Agreement. Unless any payment
under this Section 6(c)(i) must be postponed by reason of Section 409A of the Internal
Revenue Code (as provided in Exhibit A to this Agreement), Nordson will pay any base
salary within five business days of the Employment Termination Date; Nordson will pay any
Unpaid Prior Year Bonus at the same time that amount would have been paid if Employee’s
employment had continued indefinitely but not later than March 15 of the year in which the
Employment Termination Date occurs; Nordson will pay any Current Year Pro Rata Bonus at
the same time that amount would have been paid if Employee’s employment had continued
indefinitely but not later than March 15 of the year immediately after the year in which
the Employment Termination Date occurs; and Nordson will pay any other amounts payable
pursuant to this Section 6(c)(i) at the time specified in the applicable compensation
plan.




(ii)  Severance Payment. Nordson will pay to Employee a severance
payment equal to two times the sum of (x) Employee’s annual base salary (at the rate in
effect immediately before the Employment Termination Date) plus (y) Employee’s annual
target incentive bonus in effect on the Employment Termination Date. Unless this payment
must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in
Exhibit A to this Agreement), Nordson will pay this amount to Employee within five
business days of the Termination Date.




(iii)  Continuing Plan Coverage. For a period of two years following
the Employment Termination Date, Nordson will maintain in full force and continue to
provide full benefits to Employee under all life insurance, health (medical and dental),
accidental death and dismemberment, pension, and disability plans and programs in which
Employee was entitled to participate immediately before the Employment Termination Date,
except that (x) if Employee’s continued participation is not possible under the general
terms and provisions of any such plan or program, Nordson will provide Employee with
benefits equivalent to those provided by each such plan and program, and (y) Nordson will
not be required to maintain any of these plans and programs, or the equivalent thereof,
after Employee has either reached the normal retirement date under the retirement or
pension plan in effect immediately before the Change in Control Date or secured full time
employment with another employer that provides benefits to Employee under a comparable
plan or program that are at least substantially equal to the benefits provided by Nordson.
To assure compliance with Section 409A of the Internal Revenue Code, the timing of the
provision of any benefits under this Section 6(c)(iii) will be subject to Section B of
Exhibit A to this Agreement if and to the extent any part of that section is applicable
according to its terms.




(iv)  Lump Sum Payment Based on Additional Two Years of Age and Service
under Pension and Excess Defined Benefit Plans. Nordson will pay to Employee a lump
sum amount equal to the amount by which the aggregate actuarial present value, calculated
as of the Employment Termination Date, of all amounts payable with respect to Employee
under the Nordson Corporation Salaried Employees Pension Plan, the Nordson Corporation
Excess Defined Benefit Pension Plan, and the Nordson Corporation 2005 Excess Defined
Benefit Pension Plan (or equivalent plans) would be increased if Employee had an
additional two years of age and an additional two years of service credit under each of
these plans. Unless this payment must be postponed by reason of Section 409A of the
Internal Revenue Code (as provided in Exhibit A to this Agreement), Nordson will pay this
amount to Employee within five business days of the Employment Termination Date.




(v)  Career Counseling. Nordson will make available to Employee, at
Nordson’s expense, outplacement counseling services. Employee may select the organization
that will provide Employee with such services, provided that Nordson will not be required
to pay more than $50,000 for any such services. To assure compliance with Section 409A of
the Internal Revenue Code, the timing of the provision of any benefits under this
Section6(c)(v) will be subject to Section B of Exhibit A to this Agreement if and to the
extent any part of that section is applicable according to its terms.



7.  No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate
Damages; No Effect Upon Other Agreements. Nordson’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations under this Agreement will not be
affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Nordson
may have against Employee. Employee will not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or otherwise. Except as
expressly provided in Section 6(c)(iii) as to continuing coverage of benefit plans, the amount of
any payment or benefits provided for under this Agreement will not be reduced by any compensation
or benefits earned by Employee as the result of employment by another employer or otherwise after
the Employee’s termination date. Except as provided in Section 15(b), the provisions of this
Agreement will not affect the validity or enforceability of any other agreement between Nordson and
Employee, and the benefits provided under this Agreement will be additive to any other benefits
promised to Employee under any such other agreement. Moreover, this Agreement will not operate to
negate any other assurances provided to Employee.



8.  Effect of Disability. If Employee becomes disabled and [his/her] disability
does not rise to the level of a Total Disability during the Retention Period to such an extent that
[he/she] is permanently prevented from performing [his/her] duties under this Agreement by reason
of physical or mental incapacity:




(a)  Employee will be entitled to disability and other benefits at least equal to
those that would have been available to [him/her] had Nordson 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 Date, and




(b)  if Employee recovers from [his/her] disability before the expiration of the
Retention Period, [he/she] will be reinstated as an active employee for the remainder of the
Retention Period under and subject to all of the terms of this Agreement including, without
limitation, Nordson’s right to terminate Employee with or without Cause under Sections 5(a)
and 5(b), respectively.



9.  Confidential Information. Employee will not, at any time after the
Effective Date, either directly or indirectly, disclose or make known to any person, firm, or
corporation any confidential information, trade secret, or proprietary information of Nordson that
Employee may have acquired before the Effective Date or may acquire after the Effective Date in the
performance of Employee’s duties as an employee of Nordson. Upon the termination of Employee’s
employment with Nordson, Employee will deliver forthwith to Nordson any and all literature,
documents, correspondence, and other materials and records furnished to or acquired by Employee
during the course of [his/her] employment.



10.  Noncompetition. During the Retention Period Employee will 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 Nordson in any market in
any line of business engaged in by Nordson during the Retention Period.



11.  Costs of Enforcement. Nordson will pay and be solely responsible for any
and all costs and expenses (including attorneys’ fees) incurred by Employee in seeking to enforce
Nordson’s obligations under this Agreement unless and to the extent a court of competent
jurisdiction determines that Nordson was relieved of those obligations because:




(a)  Nordson terminated Employee’s employment for Cause,




(b)  Employee voluntarily terminated [his/her] employment other than for Good
Reason, or




(c)  Employee materially and willfully breached [his/her] agreement not to compete
with Nordson or [his/her] agreement with respect to confidential information and that breach
directly caused substantial and demonstrable damage to Nordson.



Nordson will forthwith pay directly or reimburse Employee for any and all such costs and expenses
upon presentation from time to time by Employee or by counsel selected by Employee of a statement
or statements prepared by Employee or by that 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 Nordson was relieved of its obligations for any of the reasons set forth in (a), (b) or (c)
above, Employee will repay the amount of those payments or reimbursements to Nordson. In addition
to the payment and reimbursement of expenses of enforcement provided for in this Section 11,
Nordson will pay to Employee in cash, as and when Nordson 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. Nordson
will also pay to Employee interest (calculated at the Wall Street Journal Prime Rate from time to
time in effect, 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. To assure compliance
with Section 409A, Nordson will make any payments to or on behalf of Employee that are required
under this Section 11 subject to and as provided in Section B of Exhibit A to this Agreement.



12.  Tax Provisions Regarding Gross-Ups and Compliance with Section 409A a Part of
this Agreement. All of the provisions of Exhibit A to this Agreement, captioned “Tax Provision
Exhibit – 280G Gross-Up, Compliance with Section 409A, and 409A Gross-Up” will apply as between
Nordson and Employee as fully if those provisions had been written directly into the body of this
Agreement.



13.  “Change in Control” Defined. For purposes of this Agreement, a Change in
Control will 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, disclosing that any “person” (as
the term “person” is used in Section 13(d) or Section 14(d)(2) of the Securities Exchange Act
of 1934) is or has become a beneficial owner, directly or indirectly, of securities of Nordson
representing 25% or more of the combined voting power of Nordson’s then outstanding
securities;




(b)  Nordson files a report or proxy statement with the SEC pursuant to the
Securities Exchange Act of 1934 disclosing that a Change in Control of Nordson has or may have
occurred or will or may occur in the future pursuant to any then-existing contract or
transaction;




(c)  Nordson 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 Nordson’s securities
immediately before such merger or consolidation;




(d)  all or substantially all of the assets of Nordson 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
Nordson at the beginning of the period cease to constitute at least a majority of the Board
unless the election, or nomination for election by Nordson’s shareholders, of more than one
half of any new Directors of Nordson was approved by a vote of at least two-thirds of the
Directors of Nordson then still in office who were Directors of Nordson at the beginning of
the 24 month period.



14.  Possible Undoing of a Change in Control and Its Effect on this Agreement.
If a Change in Control as defined in Section 13(a) occurs while Employee is in the employ of
Nordson with the result (as provided in Section 1) that this Agreement becomes operative and,
thereafter, on any later date, all three of the following conditions are satisfied:




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




(b)  no other event constituting a Change in Control had occurred; and




(c)  Employee’s employment with Nordson has not been terminated by Nordson 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 Section 13(a) will be treated as if it had not occurred and this Agreement will return to the
status it had immediately before the filing of the report constituting a Change in Control under
Section 13(a). Accordingly, if and when a subsequent Change in Control occurs, this Agreement will
again become operative on the date of that subsequent Change in Control.



15.  Miscellaneous.




(a)  Employee Rights. Nothing expressed or implied in this Agreement
creates any right or duty on the part of Nordson or Employee to have Employee remain in the
employ of Nordson before any Change in Control and Employee will have no rights under this
Agreement if [his/her] employment with Nordson is terminated for any reason or for no reason
before any Change in Control. Nothing expressed or implied in this Agreement creates any duty
on the part of Nordson 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, Nordson
ceases to provide any plan or benefit to Employee, nothing in this Agreement will be construed
to require Nordson to reinstitute that plan or benefit to Employee upon the later occurrence
of a Change in Control.




(b)  Prior Employment Agreement Superseded. Nordson and Employee intend
that this Agreement will supersede and replace the Employment Agreement between Nordson and
Employee dated      (the “Prior Employment Agreement”). As of the Effective
Date, the Prior Employment Agreement will cease to be of any force or effect.




(c)  Notices. All communications provided for in this Agreement are to be
in writing and will 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
Nordson (Attention: Vice President, General Counsel and Secretary) at its principal executive
office and to Employee at [his/her] principal residence, or to such other address as either
party may have furnished to the other in writing and in accordance with this Section 15(c),
except that notices of change of address will be effective only upon receipt.




(d)  Assignment, Binding Effect.




(i)  This Agreement will be binding upon and will inure to the benefit of
Nordson and Nordson’s successors and assigns. Nordson will 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 Nordson, 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 Nordson would be required to
perform it if no such succession had taken place.




(ii)  This Agreement will be binding upon Employee and this Agreement and all
rights of Employee under this Agreement will inure to the benefit of, and be enforceable
by, Employee and [his/her] personal or legal representatives, executors, or
administrators. No right, benefit, or interest of Employee under this Agreement will 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 under this Agreement if that assignment is
permitted under the terms of any plan or policy of insurance or annuity contract governing
the right, benefit, or interest.




(e)  Invalid Provisions. Any provision of this Agreement that is
prohibited or unenforceable will be ineffective to the extent, but only to the extent, of the
prohibition or unenforceability without invalidating the remaining portions of this Agreement
and all remaining portions of this Agreement will continue to be in full force and effect. If
any provision of this Agreement is determined to be invalid or unenforceable, the parties will
negotiate in good faith to replace that provision with another provision that will be valid
and enforceable and that is as close as practicable to the provision held invalid or
unenforceable.




(f)  Modification. No modification, amendment, or waiver of any of the
provisions of this Agreement will be effective unless in writing, specifically referring to
this agreement, and signed by both parties.




(g)  Waiver of Breach. The failure at any time of a party 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 will not be construed to be a waiver of those 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 its terms.




(h)  Governing Law. This Agreement has been made in and is to be governed
and construed in accordance with the laws of the State of Ohio applicable to contracts made
in and to be performed entirely within that state.




(i)  Employment by Subsidiary. If the recitals to this Agreement indicate
that as of the Effective Date Employee is employed by a subsidiary of Nordson, all references
to continued employment of Employee by Nordson are to be construed as references to continued
employment of Employee by the subsidiary and any termination of Employee’s employment with the
subsidiary are to be construed as termination of Employee’s employment with Nordson. For the
avoidance of doubt, all references to a Change in Control are to changes in control of
Nordson, not of the subsidiary and all references to the Board are to the Board of Directors
of Nordson, not of the subsidiary.



In witness whereof, Nordson and Employee have executed this Agreement as of the day and year first
above written.



	 	 	 
	Nordson Corporation

By:     

Title:      

	 	Employee

     

[EMPLOYEE’S NAME]






1




EXHIBIT A:




Tax Provision Exhibit – 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 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
[his/her] 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
[his/her] 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 [he/she] 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 Employment Termination Date, each payment, benefit, or
reimbursement paid or provided under this 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
Employment 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 Employment 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 Employment Termination Date, except that if Employee dies before the end of six months
after the Employment Termination Date, the payments, benefits, or reimbursements will be
accumulated only through the date of [his/her] 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 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 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 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 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 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 [him/her] 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 Employment
Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes
a “separation from service” within the meaning of Section 409A, and (b) the Employment 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 Date, and that firm’s successor or successors; unless that firm is unable or
unwilling to serve and perform in the capacity contemplated by this 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.



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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.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.






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