Exhibit 10.4
[NORDSON CORPORATION
LETTERHEAD]
December , 2008
Mr. Edward P. Campbell
28601 Clemens Road
Westlake, Ohio 44145
Dear Ed,
The purpose of this letter is to restate your existing
non-qualified defined benefit pension benefits and your existing
severance benefits as part of Nordson Corporation’s efforts
to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).
Non-Qualified Defined Benefit Pension Benefits
This letter sets forth the obligation of Nordson Corporation
(the “Company”) to provide you with non-qualified
defined benefit pension benefits as described in Attachment A of
the Minutes of the Meeting of the Compensation Committee of the
Board of Directors of Nordson Corporation on October 31, 1997
(which Attachment A is attached to this Letter as Exhibit 1).
This letter is not intended to provide any additional benefits, but
merely to fully describe the additional pension benefits currently
in effect in a manner that is compliant with Section 409A of
the Code.
Your total pension benefit from the Company upon your retirement
or other termination of employment shall be the total benefit you
would have received under the Nordson Corporation Salaried
Employees Pension Plan (the “Salaried Pension Plan”) if
under the Salaried Pension Plan (a) your total service with
the Company and Standard Oil Company/BP America is taken into
account for purposes of determining vesting and the amount of your
benefit under the Salaried Pension Plan, (b) your “Final
Average Pay” is based on your 36 highest paid months (instead
of your 60 highest paid months), (c) you were eligible for an
unreduced pension benefit at age 60 (instead of age 65) and you
were eligible for an early retirement benefit at age 55 with a
reduction of 5% per year for each year that actual retirement
occurs prior to age 60 (instead of age 65), and (d) the
benefit so determined under the Salaried Pension Plan were reduced
by any pension you receive from the Standard Oil Company/BP
America.
This benefit will be paid to you as follows:
(1) Your actual accrued benefit under the Salaried Pension
Plan on your date of retirement or other termination of employment
will be paid to you from the Salaried Pension Plan.
(2) The benefit you would have accrued under the Salaried
Pension Plan but for the limits imposed on that benefit under
Sections 415 and 401(a)(17) of the Code as of
December 31, 2004 less your actual benefit accrued under the
Salaried Pension Plan as of December 31, 2004 will be paid to
you from the Nordson Corporation Excess Defined Benefit Plan
established effective November 1, 1985 (the “1985
Plan”).
(3) The benefit you would have accrued under the Salaried
Pension Plan (a) but for the limits imposed on that benefit
under Sections 415 and 401(a)(17) of the Code, (b) taking
into account your total service with the Company and Standard Oil
Company/BP America for purposes of determining vesting and the
amount of your benefit under the Salaried Pension Plan, (c) as
if “Final Average Pay” under the Salaried Pension Plan
considered your 36 highest paid months (instead of your 60 highest
paid months) on your date of retirement or other termination of
employment, (d) and providing a full benefit without reduction
for any retirement at age 60 (instead of age 65) and an early
retirement benefit at age 55 reduced at a rate of 5% per year that
actual retirement occurs prior to age 60 (instead of 6 % per year
that actual retirement occurs prior to age 65), less (I) the
benefits described in (1) and (2) and (II) any
benefit you receive from Standard Oil Company/BP America will be
paid to you from the 2005 Excess Defined Benefit Plan
Note that payment of the benefits described above will be paid
in accordance with the terms of each of the applicable plan
documents.
Severance Benefit
Additionally, this letter sets forth the Company’s
obligation to provide you with the severance benefits as described
in Attachment A of the Minutes of the Meeting of the Compensation
Committee of the Board of Directors of Nordson Corporation on
October 31, 1997 (Exhibit 1). The Company’s
obligation to provide you with the severance benefits set forth in
this letter agreement will not apply in the event of a Separation
from Service following a change-in-control as defined in your
Amended Employment Agreement by and between you and the Company. In
that case, the severance payment provisions of your Amended
Employment Agreement will govern. This letter is not intended to
provide any additional benefits, but merely to fully describe the
additional severance benefits currently in effect in a manner that
is compliant with Section 409A of the Code.
If your employment with the Company is terminated without
“cause” or if you voluntarily terminate your employment
with the Company for “good reason,” you will receive an
amount as severance pay equal to two times (2x) the sum of your
target cash compensation (“Base Salary” and
“Bonus”) for the year in which your Separation from
Service occurs. This amount will be paid to you in equal monthly
installments over a 24 month period following your Separation
from Service. For the avoidance of doubt, for purposes of
Section 409A of the Code, each payment shall be treated as a
separate payment.
That portion of your severance pay that is exempt from
Section 409A of the Code (the amount of severance compensation
paid within two and one-half months of the end of the later of your
taxable year or the Company’s taxable year in which your
Separation of Service occurs and any additional amount not
exceeding two times the lesser of (a) the sum of your
annualized compensation based on the annual rate of pay for
services provided to the Company for your taxable year preceding
your taxable year in which your Separation from Service occurs
(adjusted for any increase during that year that was expected to
continue indefinitely if you had not experienced a Separation from
Service), or (b) the maximum amount that may be taken into
account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which you have a Separation from
Service) shall be paid to you in accordance with the normal payroll
practices of the Company.
The remaining portion of your severance pay that is not exempt
from Section 409A of the Code shall be paid monthly commencing
on the first day of the month following your Separation from
Service and shall be paid in equal monthly installments thereafter
as of the first day of each succeeding month; provided, however,
that no a
