Common use of Entire Agreement, Binding Nature Clause in Contracts

Entire Agreement, Binding Nature. This Agreement and the Standard Employee Agreement as modified hereby set forth the entire agreement between you and Nordson regarding the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, between you and Nordson with respect to the subject matter. This Agreement and the Standard Employee Agreement as modified hereby will be binding upon and inure to the benefit of you and your heirs, executors, administrators, personal representatives, successors, and assigns and Nordson and its successors and assigns. Sincerely, NORDSON CORPORATION By /s/ Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer I hereby accept and agree to all of the terms of this Agreement. /s/ Chri▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇/16/99 ------------------------------------- Chri▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇tober 31, 1999 EXHIBIT 1 SCHEDULE OF OUTSTANDING STOCK OPTIONS 1. Options Granted under Omnibus Plan Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/98 14,000 $44.81 11/2/08 11/2/08 11/3/97 12,000 $49.63 11/3/07 11/3/07 11/4/96 12,000 $55.25 11/4/06 11/4/06 10/30/95 10,000 $57.25 10/30/05 10/30/05 10/31/94 8,000 $57.00 10/31/04 10/31/04 11/1/93 3,600 $53.50 11/1/03 11/1/03 2. Options Granted under Other Plans or Programs Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/92 3,600 $47.00 11/2/02 12/31/99 11/4/91 3,000 $42.50 11/4/01 12/31/99 EXHIBIT 2 STOCK TRANSFER ISSUES ARISING OUT OF TERMINATION OF OFFICER STATUS Insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇hibition. ---------------------------- The prohibition on trading in Nordson Common Shares while you are in possession of "inside information" will continue to apply to you after you cease to be an officer of Nordson. Affiliate Status. ----------------- You have been an affiliate of Nordson because of your status as an officer. You will continue to be deemed to be an affiliate for purposes of federal securities laws until January 25, 2000, three months after you cease to be an officer, but will not be deemed to be an affiliate thereafter. Accordingly, from October 25, 1999 through January 25, 2000, you will be subject to the same restrictions on sales of your Nordson Common Shares as applied while you were an officer of Nordson. You will be able to sell Nordson Common Shares during this three-month period only in compliance with the requirements of Rule 144. After January 25, 2000, you will no longer be deemed to be an affiliate of Nordson and, insofar as Rule 144 is concerned, there will be no restrictions on your sale of (a) any unregistered Nordson Common Shares that you have held for at least one year or (b) any registered Nordson Common Shares, regardless of the holding period. We believe that all of the Nordson Common Shares acquired by you from Nordson were registered, and, therefore, that the one-year holding period does not apply to you. Window Period. -------------- In order to comply with Nordson's policy on trading in Nordson Common Shares by its associates, while you continue to be an employee of Nordson, you may not purchase or sell Nordson Common Shares except during an open window period and then only with the consent of the Vice President - Law of Nordson. Mr. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ October 31, 1999 Page 10 Margin Restrictions. -------------------- For so long as you might be prevented either by Nordson's policy or by federal securities laws from selling Nordson Common Shares on any given day, you should not margin any of your Nordson Common Shares. Doing so would subject you to a risk of a margin call when the margined stock could not be sold. Accordingly, you should not margin any Nordson Common Shares until after January 25, 2000, when you will no longer be subject to restrictions on the purchase and sale of Nordson Common Shares.

Entire Agreement, Binding Nature. This Agreement and the Standard Employee Agreement as modified hereby set forth the entire agreement between you and Nordson regarding the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, between you and Nordson with respect to the subject matter. This Agreement and the Standard Employee Agreement as modified hereby will be binding upon and inure to the benefit of you and your heirs, executors, administrators, personal representatives, successors, and assigns and Nordson and its successors and assigns. Mr. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ October 31, 1999 Page 7 Sincerely, NORDSON CORPORATION By /s/ Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------- ----------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer I hereby accept and agree to all of the terms of this Agreement. /s/ Chri▇▇▇▇▇ John ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇/16/99 ------------------------------------- Chri▇▇▇▇▇ /30/99 ----------------------------- John ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇tober 31, 1999 EXHIBIT 1 1(a) MORTALITY TABLE EXHIBIT 1(b) SAMPLE CALCULATION OF LUMP SUM SUPPLEMENTAL PENSION BENEFIT EXHIBIT 2 SCHEDULE OF OUTSTANDING STOCK OPTIONS 1. Options Granted under Omnibus Plan Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/98 14,000 40,000 $44.81 11/2/08 11/2/08 11/3/97 12,000 16,000 $49.63 11/3/07 11/3/07 11/4/96 12,000 16,000 $55.25 11/4/06 11/4/06 10/30/95 10,000 16,000 $57.25 10/30/05 10/30/05 10/31/94 8,000 16,000 $57.00 10/31/04 10/31/04 11/1/93 3,600 16,000 $53.50 11/1/03 11/1/03 2. Options Granted under Other Plans or Programs Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/92 3,600 16,000 $47.00 11/2/02 12/31/99 6/5/00 11/4/91 3,000 14,000 $42.50 11/4/01 12/31/99 6/5/00 10/29/90 20,000 $19.75 10/29/00 6/5/00 EXHIBIT 2 3 STOCK TRANSFER ISSUES ARISING OUT OF TERMINATION OF OFFICER STATUS Insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇hibition. ---------------------------- The prohibition on trading in Nordson Common Shares while you are in possession of "inside information" will continue to apply to you after you cease to be an officer of Nordson. Affiliate Status. ----------------- You have been an affiliate of Nordson because of your status as an officer. You will continue to be deemed to be an affiliate for purposes of federal securities laws until January 2526, 2000, three months after you cease to be an officer, but will not be deemed to be an affiliate thereafter. Accordingly, from October 2526, 1999 through January 2526, 2000, you will be subject to the same restrictions on sales of your Nordson Common Shares as applied while you were an officer of Nordson. You will be able to sell Nordson Common Shares during this three-month period only in compliance with the requirements of Rule 144. After January 2526, 2000, you will no longer be deemed to be an affiliate of Nordson and, insofar as Rule 144 is concerned, there will be no restrictions on your sale of (a) any unregistered Nordson Common Shares that you have held for at least one year or (b) any registered Nordson Common Shares, regardless of the holding period. We believe that all of the Nordson Common Shares acquired by you from Nordson were registered, and, therefore, that the one-year holding period does not apply to you. Window Period. -------------- In order to comply with Nordson's policy on trading in Nordson Common Shares by its associates, while you continue to be an employee of Nordson, you may not purchase or sell Nordson Common Shares except during an open window period and then only with the consent of the Vice President - Law of Nordson. Mr. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ October 31, 1999 Page 10 Margin Restrictions. -------------------- For so long as you might be prevented either by Nordson's policy or by federal securities laws from selling Nordson Common Shares on any given day, you should not margin any of your Nordson Common Shares. Doing so would subject you to a risk of a margin call when the margined stock could not be sold. Accordingly, you should not margin any Nordson Common Shares until after January 25, 2000, when you will no longer be subject to restrictions on the purchase and sale of Nordson Common Shares.

Entire Agreement, Binding Nature. This Agreement and the Standard Employee Agreement as modified hereby set forth the entire agreement between you and Nordson regarding the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, between you and Nordson with respect to the subject matter. This Agreement and the Standard Employee Agreement as modified hereby will be binding upon and inure to the benefit of you and your heirs, executors, administrators, personal representatives, successors, and assigns and Nordson and its successors and assigns. Sincerely, NORDSON CORPORATION By /s/ Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------- ----------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer I hereby accept and agree to all of the terms of this Agreement. /s/ Chri▇▇▇Thom▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇/16/99 ------------------------------------- Chri▇▇▇---------------------- Thom▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇tober 31, 1999 EXHIBIT 1 SCHEDULE OF OUTSTANDING STOCK OPTIONS 1. Options Granted under Omnibus Plan Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/98 14,000 8,000 $44.81 11/2/08 11/2/08 11/3/97 12,000 6,000 $49.63 11/3/07 11/3/07 11/4/96 12,000 6,000 $55.25 11/4/06 11/4/06 10/30/95 10,000 6,000 $57.25 10/30/05 10/30/05 10/31/94 8,000 4,800 $57.00 10/31/04 10/31/04 11/1/93 3,600 4,800 $53.50 11/1/03 11/1/03 2. Options Granted under Other Plans or Programs Date of Grant No. of Options Exercise Price Expiration Date Date Must Exercise ------------- -------------- -------------- --------------- ------------------ 11/2/92 3,600 4,800 $47.00 11/2/02 12/31/99 3/31/00 11/4/91 3,000 4,000 $42.50 11/4/01 12/31/99 3/31/00 10/29/90 1,600 $19.75 10/29/00 3/31/00 EXHIBIT 2 STOCK TRANSFER ISSUES ARISING OUT OF TERMINATION OF OFFICER STATUS Insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇hibition. ---------------------------- The prohibition on trading in Nordson Common Shares while you are in possession of "inside information" will continue to apply to you after you cease to be an officer of Nordson. Affiliate Status. ----------------- You have been an affiliate of Nordson because of your status as an officer. You will continue to be deemed to be an affiliate for purposes of federal securities laws until January 25March 31, 2000, three months after you cease to be an officer, but will not be deemed to be an affiliate thereafter. Accordingly, from October 25December 31, 1999 through January 25March 31, 2000, you will be subject to the same restrictions on sales of your Nordson Common Shares as applied while you were an officer of Nordson. You will be able to sell Nordson Common Shares during this three-month period only in compliance with the requirements of Rule 144. After January 25March 31, 2000, you will no longer be deemed to be an affiliate of Nordson and, insofar as Rule 144 is concerned, there will be no restrictions on your sale of (a) any unregistered Nordson Common Shares that you have held for at least one year or (b) any registered Nordson Common Shares, regardless of the holding period. We believe that all of the Nordson Common Shares acquired by you from Nordson were registered, and, therefore, that the one-year holding period does not apply to you. Window Period. -------------- In order to comply with Nordson's policy on trading in Nordson Common Shares by its associates, while you continue to be an employee of Nordson, you may not purchase or sell Nordson Common Shares except during an open window period and then only with the consent of the Vice President - Law of Nordson. Mr. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ October 31, 1999 Page 10 Margin Restrictions. -------------------- For so long as you might be prevented either by Nordson's policy or by federal securities laws from selling Nordson Common Shares on any given day, you should not margin any of your Nordson Common Shares. Doing so would subject you to a risk of a margin call when the margined stock could not be sold. Accordingly, you should not margin any Nordson Common Shares until after January 25, 2000, when you will no longer be subject to restrictions on the purchase and sale of Nordson Common Shares.