Exhibit 10-f
[Nordson Corporation Letterhead] April 7, 1988
CONFIDENTIAL
Mr. Edward P. Campbell
1700 Queen Anne's Gate
Westlake, Ohio 44145
Dear Ed:
I am pleased to confirm my offer to you for the position of Vice President,
Corporate Development for Nordson Corporation. In this key position, you will
report directly to me. Your initial compensation and benefit package will be as
follows:
COMPENSATION
BASE SALARY
Your initial base salary will be ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,OOO) PER YEAR. Your Base Salary will be reviewed on November 1,
1988 and yearly thereafter, coinciding with an annual performance
review.
BONUS - A target bonus of fifty-five percent (55%) of Base Salary has
been established for your position under the Nordson Executive
Incentive Bonus Plan. As we discussed should you accept this offer, you
will be guaranteed the amount of the target Bonus for Fiscal Year 1988,
which ends October 30, 1988, prorated for the part of Fiscal Year 1988
in which you are employed by Nordson. As with all bonuses paid under
the Plan, payment will be made in cash not later than the first payroll
date in January following the end of a Fiscal Year.
STOCK
In our discussions, I have stressed the goals for the Corporation. Achievement
of these goals enhances the value of Nordson Common Stock. Your participation as
a member of my team allows you to contribute to the achievement of these goals
and share in the increased value of our stock as a reward for your efforts.
RESTRICTED STOCK
You will be granted 3,000 shares of Restricted Nordson Common Stock
when you commence your employment. Upon expiration of a three-year
restriction period, you will have full right, title and interest in the
Stock provided you are still an active Nordson employee. Under the
Restricted Stock Plan, you relinquish right, title and interest in the
Stock if your employment terminates prior to the expiration of the
restriction period.
INCENTIVE STOCK OPTIONS - Effective on your first day of employment,
you will be entitled to an Incentive Stock Option on 3,000 shares of
Nordson Common Stock. The option price will be established on your
first day of employment in accordance with the Incentive Stock Option
Plan.
The Stock Options have a ten-year exercise period and will become
exercisable in cumulative installments of 25% per year beginning one
year after the effective date.
NON-QUALIFIED STOCK OPTIONS - Effective on your first day of
employment, you will be entitled to a Non-qualified Stock Option on
4,000 shares of Nordson Common Stock. The option price will be
established on your first day of employment in accordance with the
terms of the Plan. The options will become exercisable in cumulative
installments of 25% per year beginning one year after the effective
date and will expire ten years after the effective date.
CAR ALLOWANCE
You will be entitled to an Executive Automobile Allowance in the amount of Eight
Thousand Dollars ($8,000) per year, payable in quarterly installments.
PENSION PLAN
You will be a participant in the Nordson Corporation Salaried Employees' Pension
Plan. Your pension benefit will be equal to the benefit you quality for under
this Pension Plan described in the attached booklet, but modified by the
following in view of your prior service with The Standard Oil Company/BP
America.
1. Your prior service with The Standard Oil Company/BP America will be
recognized in determining vesting and the amount of your pension
benefit.
2. Your "Final Average Pay" will be determined as the average of your
monthly compensation during your 36 consecutive highest-paid months
(instead of 60).
3. You will be eligible for a full pension benefit at age 60 instead of
age 65. You will be eligible for early retirement at age 55 with a
reduction of 5% per year for each year that actual retirement occurs
prior to age 60.
4. If your employment with Nordson terminates for any reason other than
disability or death prior to retirement at age 55, your pension benefit
will be equal to the benefit you would have received if you had
remained employed by The Standard Oil Company/BP America calculated
using your total years of service at The Standard Oil Company/BP
America and Nordson.
5. The benefit you qualify for under the Nordson Pension Plan will be
reduced by any pension benefit payment you receive from The Standard
Oil Company/BP America.
OTHER BENEFITS
You will be entitled to Nordson Corporation's benefit package normally offered
to executive at the Vice President level. They include the following:
Medical, Dental and Life Insurance Plans
Disability Income (Long-term disability coverage will commence
upon your first day of employment. We are waiving the
customary waiting period for this benefit.)
Employee Stock Ownership Plan and Stock Purchase Plan
Nordson Employees' Savings Trust Plan (401K)
Four weeks annual paid vacation
Officers Deferred Compensation Plan
Supplemental Executive Retirement Plan
This offer is contingent upon your completion of a physical examination and the
signing of Nordson Corporation's Employee Agreement. We have enclosed a copy of
the Employee Agreement for your review. If you have any questions concerning
this Agreement, please feel free to discuss them with me. This Agreement is to
be signed in the presence of a member of the Human Resource Department on the
first day of your employment. It will also be necessary for you to complete the
enclosed Nordson Employee Application and bring it with you on your first day of
work.
On behalf of Nordson Corporation, I want you to know I feel you can contribute
significantly towards the growth and success of the Company. We believe that you
will find the position of Vice President, Corporate Development stimulating,
challenging and rewarding.
Sincerely.
/s/ W. P. Madar
W. P. Madar
WPM:
Enclosures