Exhibit 10.01(b)
NORDSON
CORPORATION
AMENDED AND RESTATED 2005 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
[Defined Benefit]
Nordson Corporation hereby
establishes, effective as of January 1, 2009, the Nordson
Corporation Amended and Restated 2005 Supplemental Executive
Retirement Plan [Defined Benefit] (“Plan”) to
supplement the pension benefits of certain salaried employees
designated by the Compensation Committee of the Board of Directors
or its designee eligible to participate in the Plan in accordance
with the terms hereof, 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 an Employer
or vested after December 31, 2004. The Nordson Corporation
Excess Defined Benefit Pension Plan established effective as of
November 1, 1985 (the “1985 Plan”) supplements the
pension benefits of such employees with respect to compensation
earned for services performed for the Company or an Employer and
vested before 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
“Beneficiary” shall mean one or more persons, trusts,
estates or other entities designated in accordance with
Article VII, that are entitled to receive excess pension
benefits under this Plan upon the death of the Employee.
(b) 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.
(c) The term
“Committee” shall mean the Compensation Committee of
the Board of Directors of the Company, or its designee.
(d) 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.
(e) The term
“Employee” shall mean any person employed by an
Employer on a salaried basis who is designated by the Committee to
participate in the Plan.
(f) The term
“Employer(s)” shall mean the Company and any of its
subsidiaries (now in existence of hereafter formed or acquired)
that have been selected by the Committee to participate in the Plan
and have adopted the Plan as a sponsor.
(g) The term “Plan”
shall mean the excess defined benefit pension plan as set forth
herein, together with all amendments hereto, which Plan shall be
called the “Nordson Corporation 2005 Defined Benefit
Supplemental Executive Retirement Plan.”
(h) 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.
(i) The term “Salaried
Pension Plan” shall mean the Nordson Corporation Salaried
Employees Pension Plan in effect on the date of an employee’s
retirement, death, or Separation from Service.
1.2 Additional Definitions. All
other words and phrases used herein shall have the meanings given
them in the Salaried Pension Plan, unless a different meaning is
clearly required by the context.
ARTICLE II
EXCESS PENSION
BENEFIT
2.1 Eligibility. An Employee shall
become eligible for an excess pension benefit under the Plan on the
date the Employee’s benefit under the Salaried Pension Plan
is first limited by Section 415 or Section 401(a)(17) of the
Code.
2.2 Amount. Subject to the
provisions of Article III and completion of the vesting
requirement specified in Section 2.3, if applicable, the
monthly excess pension benefit payable to an Employee or
Beneficiary shall be such an amount which, when added to the sum of
the monthly pension payable (before any reduction applicable to an
optional method of payment) under the Salaried Pension Plan to such
person plus the monthly benefit payable under the 1985 Plan to such
person, equals the monthly pension benefit that would have been
payable (before any reduction applicable to an optional method of
payment) under the Salaried Pension Plan to such person if the
limitations of Section 415 and Section 401(a)(17) of the
Code were not in effect and taking into consideration such other
terms as agreed to between the Company and the Employee solely for
purposes of determining the amount of the excess pension benefit
such as, but not limited to, additional years of service,
additional final average pay, early eligibility for unreduced
excess pension benefits and offset for frozen accrued benefits from
prior employers.
2.3 Vesting Requirement. Each
Employee who first becomes entitled to an excess pension benefit
hereunder prior to January 1, 2009 shall at all times be 100%
vested in such excess pension benefit. Each Employee who first
becomes entitled to an excess pension benefit on or after January
1, 2009 shall become 100% vested in such excess pension benefit
upon the earliest of (a) the date that is 13 months after
the date the Employee’s benefit under the Salaried Pension
Plan is first limited by Section 415 or
Section 401(a)(17) of the Code or (b) the date of the
Employee’s Death.
2.4 Form of Payment. To the extent
permitted by Section 409A of the Code and Section
1.409A-2(a)(5) of the Treasury Regulations, within 30 days
following the date an Employee’s benefit under the Salaried
Pension Plan is first limited by Section 415 or
Section 401(a)(17) of the Code, the Employee may elect for
excess pension benefits under this Plan to be paid in the form of
(a) a single lump sum or (b) a single life annuity. In
the event that the vesting requirement of Section 2.3 is
accelerated for an Employee on account of death, any election made
by such Employee under this Section 2.4 shall be disregarded.
Further, for purposes of any Employee who elects for excess pension
benefits under the Plan to be paid in the form of a single life
annuity, prior to Separation from Service, such Employee may elect
to convert his excess pension benefit to any of the actuarially
equivalent forms of annuity offered under the Salaried Pension
Plan. If an Employee fails to make an election as to the form of
payment or if an Employee’s election as to the form of
payment is invalid for any reason, the Employee shall be deemed to
have elected to receive his or her excess pension benefit in the
form of a single lump sum payment.
2.5 Change in Form of Payment. In
addition to the initial payment election specified in
Section 2.4 or any transition election specified in
Section 6.12, to the extent permitted by Section 409A of
the Code, an Employee may make changes to the form of payment at
any time up to 12 months before the date of the first scheduled
payment; provided, however, that (a) any such election shall
not be effective for at least 12 months following the date
made; and (b) to the extent required by Section 409A of
the Code, as a result of any such change, payment or commencement
of payment shall be delayed for 5 years from the date the
first payment was scheduled to have been paid (taking into account
any delay in payment or commencement of payment under
Section 2.6 on account of an Employee’s status as a
Specified Employee and any other delay in payment or commencement
of payment on account of an Employee’s previous payment
election change made on or after January 1, 2009).
2.6 Payments. All payments under the
Plan to an Employee or Beneficiary shall be made by the Company
from its general assets. Payment shall be made or shall commence on
the first day of the month following the month in which the
Employee’s Separation from Service occurs; provided, however
that the excess pension benefit of a Specified Employee of the
Company shall not be paid or commence to be paid until the date
that is six months following the date of such Specified
Employee’s Separation from Service. On the date the payment
is actually made or payments actually commence, the Specified
Employee will receive payment of all amounts that would have
otherwise been paid during the six month delay but for the
application of this Section 2.6 increased by interest at the
10 year Treasury rate in effect on the date of the Specified
Employee’s Separation from Service. For purposes of this
Section 2.6, Specified Employees shall be determined in
accordance with the Nordson Corporation Policy for Determining
Specified Employees.
ARTICLE III
OPTIONAL METHODS OF
PAYMENT
3.1 Payment of the excess pension
benefit to an Employee or Beneficiary shall be made in accordance
with the Employee’s election under Section 2.4 and if
applicable Section 2.5. The amount of the excess pension
benefit payable to an Employee or Beneficiary shall be reduced to
reflect reduction for early commencement or for selection of an
optional form of payment in accordance with the applicable terms of
the Salaried Pension Plan. In making the determination and
reductions provided for in this Article III, the Company may
rely upon calculations made by the independent actuaries for the
Salaried Pension Plan, who shall apply the assumptions then in use
in connection with the Salaried Pension Plan. For purposes of
calculating any Lump Sum payment under this Plan, the following
actuarial assumptions shall be used: The mortality assumption shall
be the Internal Revenue Service Single Life Table under
Section 1.401(a)(9)-9 of the Treasury Regulations and the
interest rate assumption shall be the average 30 Year Treasury
Security Rate published in the Internal Revenue Bulletin for the
month prior to the month in which the Participant’s
Separation from Service occurs.
3.2 Small Benefit Cash-Out.
Notwithstanding the provisions of Section 3.1, with respect to
any Employee’s excess pension benefit under the Plan that
would otherwise be paid as an annuity under Section 3.1, if
the aggregate actuarial value of all remaining excess pension
benefits payable to an Employee under the Plan and any other
nonqualified deferred compensation arrangement that is aggregated
with the Plan under Section 1.409A-1(c) of the Treasury
Regulations as of the date payment is scheduled to commence is not
greater than the applicable dollar amount in effect on such date
under Section 402(g)(1)(B) of the Code, the Company shall pay
the excess retirement benefit under the Plan in a single lump sum;
provided, however, that payment of an excess pension benefit to any
Specified Employee as defined in Section 2.6 will be made in
accordance with the portions of Section 2.6 applicable to
Specified Employees.
ARTICLE III-A
SURVIVOR BENEFITS
3A.1 Death before Separation From
Service. (a) If an Employee dies before a Separation from
Service and a benefit is payable to the Employee’s surviving
spouse under the Salaried Pension Plan, the Employee’s
surviving spouse shall be eligible for an excess pension benefit
under this Section 3A.1. The survivor benefit payable to an
Employee’s surviving spouse under this Section 3A.1 shall
equal the amount which, when added to the sum of the monthly
pension payable (before any reduction applicable to an optional
method of payment) under the Salaried Pension Plan to the surviving
spouse plus the monthly benefit payable under the 1985 Plan to the
surviving spouse, equals the monthly pension benefit that would
have been payable (before any reduction applicable to an optional
method of payment) under the Salaried Pension Plan to the surviving
spouse if the limitations of Section 415 and
Section 401(a)(17) of the Code were not in effect and taking
into consideration such other terms as agreed to between the
Company and the Employee solely for purposes of determining the
amount of the excess pension benefit such as, but not limited to,
additional years of service, additional final average pay, early
eligibility for unreduced excess pension benefits and offset for
frozen accrued benefits from prior employers.
(b) The survivor benefit
payable under this Section 3A.1 shall be paid to the
Employee’s surviving spouse in the form of a joint and fifty
percent surviv
