EXHIBIT 10-c
NORDSON CORPORATION
RESOLUTION OF BOARD OF DIRECTORS
AUTHORIZING EXECUTION OF
INDEMNIFICATION AGREEMENTS
October 28, 1986
RESOLVED, that the officers of the
Corporation, and each of them, be, and they hereby are, authorized
and directed, subject to approval by the Corporation’s
shareholders, to execute and deliver Indemnity Agreements
substantially in the form presented to this Board providing
indemnification from the Corporation to the directors and officers
of the Corporation in the circumstances and to the extent therein
provided.
RESOLVED FURTHER, that the entering
into of such indemnity Agreements by the Corporation be submitted
to the Corporation’s shareholders for their approval at the
Company’s 1987 Annual Meeting of shareholders.
RESOLVED FURTHER, that the officers
of the Corporation be, and they hereby are, authorized and directed
to take all other actions that they deem necessary or appropriate
to carry out the purposes and intent of this Resolution.
INDEMNITY AGREEMENT
THIS AGREEMENT, is made on,
October 28, 1986, among Nordson Corporation, an Ohio
corporation (“Nordson”), and the undersigned director
or officer of Nordson (the “Indemnified Party”).
Article V of the 1984 Amended
Regulations of Nordson (the “Regulations’), adopted by
the shareholders of Nordson on February 21, 1984, provide for
the indemnification of the present and former directors, officers,
and employees of Nordson to the full extend permitted or authorized
by the Ohio General Corporation Law, as it may be amended from time
to time. The Indemnification provisions of the Regulations and of
the Ohio General Corporation Law provide that they are not
exclusive and, therefore, contemplate that additional
indemnification may be provided by agreement or otherwise.
Moreover, as expressly authorized by the Ohio General Corporation
Law, Nordson has purchased and maintains a policy of directors and
officers liability insurance (“D&O insurance”)
covering certain liabilities that may be incurred by its directors
and officers in the performance of services on behalf of
Nordson.
Recent developments with respect to
the application and enforcement of the indemnification provisions
of the Regulations and with the scope of coverage, cost, and
availability D&O insurance have raised concerns about the
adequacy and reliability of the protection afforded to
Nordson’s directors and officers. The purpose of this
Agreement, and counterparts of this Agreement between Nordson and
certain other directors and officers, is to allay these concerns by
providing the directors and officers with additional protection
against liabilities that may be incurred by them in connection with
their service to Nordson and, as a result, to enable the directors
and officers to continue to serve Nordson without undue risk of
personal liability.
Nordson and the Indemnified Party
agree as follows:
1. INDEMNIFICATION OF
INDEMNIFIED PARTY. Nordson will indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law, as it
may from time to time be amended, or by any other statutory
provisions authorizing or permitting such indemnification.
2. MAINTENANCE OF D&O
INSURANCE. Nordson will use its best efforts to maintain, for as
long as the Indemnified Party
