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Exhibit 10.01(c)
NORDSON CORPORATION
AMENDED AND RESTATED 2005 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
[Defined Contribution]
Nordson Corporation hereby establishes, effective
as of January 1, 2009, the Nordson Corporation Amended and
Restated 2005 Supplemental Executive Retirement Plan [Defined
Contribution] ("Plan"), to supplement the retirement benefits of
certain salaried employees, designated by the Compensation
Committee of the Board of Directors (the "Committee") as permitted
by Section 3(36) of the Employee Retirement Income Security
Act of 1974 ("ERISA"), with respect to compensation earned for
services performed by such employees for the Company or vested
after December 31, 2004. The Nordson Corporation Excess
Defined Contribution Plan established effective as of
November 1, 1985, and amended and restated in its entirety
effective as of November 1, 1987 (the "1985 Plan") supplements
the retirement benefits of such employees with respect to
compensation earned for services performed for the Company and
vested prior to January 1, 2005. No provisions of this Plan
shall alter, affect, or amend any provisions of the 1985 Plan
applicable to compensation earned, deferred, and vested on or
before December 31, 2004.
ARTICLE I
DEFINITIONS
1.1 Definitions. The following words and phrases
shall have the meanings indicated, unless a different meaning is
plainly required by the context:
(a) The term "Base Compensation" shall mean
the annual cash compensation relating to services performed during
any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year,
excluding cash or stock-based incentive payments (whether
discretionary or paid pursuant to a written plan) commissions,
overtime, fringe benefits, stock options, relocation expenses,
non-monetary awards, fees, automobile and other allowances paid to
an Employee for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base
Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Employee pursuant to all
qualified or non-qualified plans of any Employer and shall be
calculated to include amounts not otherwise included in the
Employee’s gross income under Sections 125, 402(e)(3),
402(h), or 403(b) of the Code pursuant to plans established by any
Employer; provided, however, that all such amounts will be included
in compensation only to the extent that, had there been no such
plan, the amount would have been payable in cash to the
Employee.
(b) The term "Beneficiary" shall mean one or
more persons, trusts, estates or other entities, designated in
accordance with Article VI, that are entitled to receive
excess retirement benefits under this Plan upon the death of the
Employee.
(c) The term "Beneficiary Designation Form"
shall mean the form established from time to time by the Committee
that an Employee completes, signs and returns to the Committee to
designate one or more Beneficiaries.
(d) The term "Bonus Compensation" shall mean
any compensation relating to services performed during any calendar
year(s), whether or not paid in a calendar year or included on the
Federal Income Tax Form W-2 for a calendar year, payable to an
Employee under any Employer’s written incentive compensation
plans, excluding stock options, and restricted or performance
stock.
(e) The term "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time. Reference to a
section of the Code shall include such section and any comparable
section or sections of any future legislation that amends,
supplements, or supersedes such section.
(f) The term "Commissions" shall mean any
commissions paid relating to sales made during any calendar
year(s), whether or not paid in a calendar year or included on the
Federal Income Tax Form W-2 for a calendar year.
(g) The term "Company" shall mean Nordson
Corporation, an Ohio corporation, its corporate successors, the
surviving corporation resulting from any merger of the Company with
any other corporation or corporations, and any successor to all or
substantially all of the Company’s assets or business.
(h) The term "Compensation" of an Employee for
any period shall mean compensation as determined under the
Employees’ Savings Trust Plan or the Non-Union ESOP, as the
case may be, increased, however, by amounts deferred to any
non-qualified deferred compensation plan in which the Employee
participates.
(i) The term "Election Form" shall mean the
form established from time to time by the Committee that an
Employee completes, signs and returns to the Committee to make an
election under the Plan.
(j) The term "Employee" shall mean any person
employed by the Company on a salaried basis who is designated by
the Committee to participate in the Plan and who has not waived
participation in the Plan.
(k) The term "Employees’ Savings Trust
Plan" shall mean the Nordson Employees’ Savings Trust Plan in
effect on the date of an Employee’s retirement, death or
Separation from Service.
(l) The term "Employer(s)" shall mean the
Company and any of its subsidiaries (now in existence or hereafter
formed or acquired) that have been selected by the Committee to
participate in the Plan and have adopted the Plan as a sponsor.
(m) The term "LTIP Payments" shall mean the
amount payable to an Employee during a Plan Year under the Nordson
Corporation 2004 Long-Term Performance Plan (or any successor plan
thereto).
(n) The term "Non-Union ESOP" shall mean the
Nordson Corporation Non-Union Employees Stock Ownership Plan and
Trust, which for the period of October 1, 2000 until
December 31, 2006 was maintained as part of the
Employee’s Savings Trust Plan, in effect on the date of an
Employee’s Separation from Service.
(o) The term "Plan" shall mean the excess
defined contribution retirement plan as set forth herein, together
with all amendments hereto, which plan shall be called the "Nordson
Corporation 2005 Defined Contribution Supplemental Executive
Retirement Plan."
(p) The term "Separation from Service" shall
have the meaning set forth in Section 1.409A-1(h) of the
Treasury Regulations, provided that in applying
Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a
Separation from Service shall be deemed to occur if the
Employee’s Employer and the Employee reasonably anticipate
that the level of bona fide services the Employee will perform for
the Employers (whether as an Employee or as an independent
contractor) will permanently decrease to less than 50% of the
average level of bona fide services performed by the Employee for
the Employers (whether as an Employee or an independent contractor)
over the immediately preceding 36 month period (or the full period
of services performed for the Employer if the Employee has been
providing services for the Employers for less than 36 months).
In the event of a disposition of assets by the Company to an
unrelated person, the Company reserves the discretion to specify
(in accordance with Section 1.409A-1(h)(4) of the Treasury
Regulations) whether an Employee who would otherwise experience a
Separation from Service with the Company and the Employers as part
of the disposition of assets will be considered to experience a
Separation from Service for purposes of Section 1.409A-1(h) of
the Treasury Regulations.
(q) The term "Unforeseeable Financial
Emergency" shall mean a severe financial hardship to the Employee
resulting from an illness or accident of the Employee, the
Employee’s spouse, or a dependent (as defined in Section
152(a) of the Code) of the Employee, loss of the Employee’s
property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Employee.
1.2 Additional Definitions. All other words and
phrases used herein shall have the meanings given them in the
Employees’ Savings Trust Plan, unless a different meaning is
clearly required by the context.
ARTICLE II
EXCESS RETIREMENT BENEFIT
2.1 Eligibility. Employees designated by the
Committee as eligible to participate in the Plan shall be eligible
to make deferrals with respect to Base Compensation, Bonus
Compensation, LTIP Payments and Commissions. In addition, in the
event that the Tax Deferred Contributions of an eligible Employee
under the Employees’ Savings Trust Plan are limited by the
provisions of Section 401(a)(17), Section 415 or
Section 402(g)(1) of the Code for any Plan Year, such Employee
may elect to defer payment of a portion of his Compensation under
this Plan to make up for that portion of his Compensation that
otherwise could have been made as Tax Deferred Contributions but
for the limitations under Section 401(a)(17), Section 415
or Section 402(g)(1) of the Code. Notwithstanding the
foregoing, an Employee who is a participant in the 2005 Nordson
Corporation Deferred Compensation Plan with respect to any Plan
Year shall not be entitled to make deferrals under this Plan with
respect to such Plan Year.
2.2 Enrollment Requirements. As a condition to
participation, each selected Employee shall complete, execute and
return to the Committee, an Election Form and a Beneficiary
Designation Form, all within 30 days (or such shorter time as
the Committee may determine) after he or she is selected to
participate in the Plan. In addition, the Committee shall establish
from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
2.3 Eligibility; Commencement of Participation.
Provided an Employee selected to participate in the Plan has met
all enrollment requirements set forth in this Plan and required by
the Committee, including returning all required documents to the
Committee within thirty (30) days (or such shorter time as the
Committee may determine) after he or she is selected to participate
in the Plan, that Employee shall commence participation in the Plan
on the first day of the month following the month in which the
Employee completes all enrollment requirements. If an Employee
fails to meet all such requirements within the period required,
that Employee shall not be eligible to participate in the Plan
until the first day of the Plan Year following the delivery to and
acceptance by the Committee of the required documents.
2.4 Deferrals.
(a) Base Compensation, Bonus Compensation,
LTIP Payments and Commission Deferrals. For each Plan Year, an
Employee may elect to defer in whole percentages or in flat dollar
amounts of no less than $1,000 all or a portion of his Base
Compensation, Bonus Compensation, LTIP Payments and
Commissions.
(b) Notwithstanding the foregoing, (i) if
an Employee first becomes an eligible Employee after the first day
of a Plan Year, or in the case of the first Plan Year of the Plan
itself, the Employee’s election, with respect to Base
Compensation shall apply only to Base Compensation paid for
services to be performed after the date the Employee submits an
Election Form to the Committee for acceptance and the
Employee’s election with respect to Bonus Compensation shall
apply only to Bonus Compensation paid for Services performed after
the date the Employee submits an Election Form to the Committee for
acceptance.
(c) LTIP Deferrals. For each Plan Year, an
Employee may elect to defer an amount equal to a specified dollar
amount or a percentage (in whole percentages) of the LTIP Payment
that may be payable to the Employee during such Plan Year. Such
election must be made on an Election Form no later than the earlier
of six months before the end of the performance period to which the
LTIP Payment relates or the date of the Employee’s Separation
from Service. For the election to be valid, the Election Form must
be completed and signed by the Employee, timely delivered to the
Committee (in accordance with Section 2.2 above) and accepted
by the Committee.
(d) Deferral of Commissions. For each Plan
Year, an Employee may elect to defer an amount equal to a specified
dollar amount or a percentage (in whole percentages) of Commissions
earned based on sales made during the Plan Year. Notwithstanding
the foregoing, if an Employee first becomes an eligible Employee
after the first day of a Plan Year, or in the case of the first
Plan Year of the Plan itself, the Employees’ election with
respect to Commissions shall apply only to Commissions paid for
sales made after the date the Employee submits an Election Form to
the Committee for acceptance.
(e) Effect of Election Forms. In connection
with an Employee’s commencement of participation in the Plan,
the Employee shall make an irrevocable deferral election with
respect to Base Compensation, Bonus Compensation, LTIP Payments and
Commissions for the Plan Year in which the Employee commences
participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan. For these
elections to be valid, the Election Form must be completed and
signed by the Employee, timely delivered to the Committee (in
accordance with Section 2.2) and accepted by the Committee.
For each succeeding Plan Year, an irrevocable deferral election for
that Plan Year, and such other elections as the Committee deems
necessary or desirable under the Plan, shall be made by timely
delivering to the Committee, in accordance with its rules and
procedures, before the end of the Plan Year preceding the Plan Year
for which the election is made, or at such other time as the
Committee may determine from time to time, a new Election Form. If
no such Election Form is timely delivered for a Plan Year, an
Employee shall not be permitted to make deferrals for such Plan
Year. As part of any timely deferral election, the Employee may
designate the date during the next Plan Year on which such deferral
election shall become effective.
2.5 Amount. The excess retirement benefit payable
to an eligible Employee or his Beneficiary shall be an amount equal
to the sum of:
(a) the amount, if any, of the
Employee’s deferrals made in accordance with Sections 2.1 and
2.4;
(b) the difference between the amount that
would have been in the Employee’s Employer Matching
Contribution Account under the Employees’ Savings Trust Plan
on the date of the Employee’s Separation from Service had the
Employee made the maximum possible Tax Deferred Contributions to
the Employees’ Savings Trust Plan and without regard to the
limitations of Section 401(a)(17), Section 415 and
Section 402(g)(1) of the Code on the Employee’s Tax
Deferred Contributions and Employer Matching Contributions to the
Employees’ Savings Trust Plan less the amount that would have
been in the Employee’s Employer Matching Contribution Account
under the Employee’s Savings Trust Plan on the date of the
Employee’s Separation from Service had the Employee made the
maximum possible Tax Deferred Contributions to the Employee’s
Savings Trust Plan; plus
(c) the difference between the vested interest
the Employee would have been entitled to receive under the
Non-Union ESOP on the date of the Employee’s Separation from
Service if the limitations of Section 401(a)(17) or
Section 415 of the Code had not been in effect and the actual
amount the Employee is entitled to receive under the Non-Union ESOP
on the date of the Employee’s Separation from Service.
In determining the value of the Employee’s
deferrals with respect to Base Compensation, Bonus Compensation,
LTIP Payments and Commissions and the value that an eligible
Employees’ interest under the Employees’ Savings Trust
Plan would have been if the Employee had made the maximum possible
Tax Deferred Contributions to the Employees’ Savings Trust
Plan and if the limitations of Section 401(a)(17),
Section 415, and Section 402(g)(1) of the Code had not
been in effect; as described in (b) above, it shall be assumed
that:
(i) his deferrals with respect to Base
Compensation, Bonus Compensation, LTIP Payments and Commissions
were deposited on the dates that such amounts would otherwise have
been paid to the Employee and held in the Measurement Funds
designated by the Employee in accordance with Section 2.8;
and
(ii) his Maximum Tax Deferred Contributions
and his Maximum Employer Matching Contributions under the
Employees’ Savings Trust Plan were deposited on the dates
such contributions otherwise would have been made to the
Employees’ Savings Trust Plan and held in the Measurement
Funds designated by the Employee in accordance with
Section 2.8.
In determining the value that an eligible
Employee’s interest under the Non-Union ESOP would have been
if the limitations of Section 401(a)(17) and Section 415
of the Code had not been in effect as described in (c) above,
it shall be assumed that his Employer contributions under the
Non-Union ESOP, if any, were deposited on the dates such
contributions otherwise would have been made to the Non-Union ESOP,
and invested and reinvested in Company stock in the same manner and
at the same time as the actual assets under the Non-Union ESOP
during such period.
2.6 Payments. All payments under the Plan to an
eligible Employee or his Beneficiary shall be made by the Company
from its general assets. The payment of the excess retirement
benefits hereunder shall be made in a lump sum on the first day of
the calendar quarter next following the Employee’s Separation
from Service provided, however, that the excess retirement benefit
of a Specified Employee of the Company shall not be paid until the
date that is six months following the date of such Specified
Employee’s Sep
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