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Exhibit 10-c-2
NORDSON CORPORATION
AMENDMENT TO
1979 EMPLOYEES STOCK OPTION PLAN
PROVIDING FOR
ACCELERATION UPON CHANGE IN CONTROL
Section 7(b) of the 1979 Employees Stock Option Plan shall
be amended to read as follows:
(b) Notwithstanding any exercise date determined by the
Committee or by the Board of Directors under Subsection (a), all
outstanding options shall become exercisable upon the occurrence of
any of the following:
(i) Any Person (other than Nordson, any of its
subsidiaries, any employee benefit plan or
employee stock ownership plan of Nordson or of any
of its subsidiaries, or any Person organized,
appointed, or established by Nordson or any of its
subsidiaries for or pursuant to the terms of any
such plan), alone or together with any of its
Affiliates or Associates, becomes the Beneficial
Owner of 20% or more of the Common Shares then
outstanding, any such Person is declared to be an
Adverse Person by the Board of Directors, or any
such Person commences or publicly announces an
intent to commence a tender offer or exchange
offer the consummation of which would result in
the Person becoming the Beneficial Owner of 20% or
more of the Common Shares then outstanding
(PROVIDED, HOWEVER, that, for purposes of
determining whether Eric T. Nord or Evan W. Nord,
together with each of their Affiliates or
Associates, is the Beneficial Owner of 20% or more
of the Common Shares then outstanding, the Common
Shares then held by the Walter G. Nord Trust and
by the Nordson Foundation shall be excluded and,
for purposes of determining whether the Walter G.
Nord Trust or the Nordson Foundation, together
with each of their Affiliates and Associates, is
the Beneficial Owner of 20% or more of the Common
Shares then held by Eric T. Nord and by Evan W.
Nord shall be excluded). For purposes of
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this clause (i), the terms "Adverse Person,"
"Affiliates," "Associates," "Beneficial
Ownership," and "Person" shall have the meanings
given to them in the rights Agreement, dated as of
August 26, 1988, between Nordson and AmeriTrust
Company National Association, as Rights Agent, as
amended from time to time.
(ii) At any time during a period of 24 consecutive
months, individuals who were directors of Nordson
at the beginning of the period no longer
constitute a majority of Nordson's directors,
unless the election, or the nomination for
election by Nordson's shareholders, of each
director who was not a director at the beginning
of the period is approved by at least a majority
of the directors who are in office at the time of
the election or nomination and were directors at
the beginning of the period.
(iii) A record date is established for determining
shareholders entitled to vote upon (a) a merger or
consolidation of Nordson with another corporation
in which Nordson is not the surviving or
continuing corporation or in which all or part of
the outstanding Common Shares are to be converted
into or exchanged for cash, securities, or other
property, (b) a sale or other disposition of all
or substantially all of the assets of Nordson, or
(c) the liquidation and dissolution of Nordson.
(iv) Any person who proposes to make a "control share
acquisition" of Nordson, within the meaning of
Section 1701.01(Z)(1) of the Ohio General
Corporation Law, submits or is required to submit
an acquiring person statement of Nordson.
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NORDSON CORPORATION
AMENDMENT TO
1979 EMPLOYEES STOCK OPTION PLAN
PROVIDING FOR
WITHHOLDING TAX ELECTION
The heading of Section 10 of the 1979 Employees Stock Option Plan shall be
changed to "Exercise of Options; Payment for Shares; Withholding Tax Election"
and the text of Section 10 shall be amended to read as follows:
(a) Options shall be exercised by delivery of written notice of
exercise to Nordson accompanied by payment of the option price.
Common Shares subject to an option shall be issued or, in the case
of treasury shares, sold only upon exercise of the option in whole
or in part and upon full payment of the option price. Payment of
the option price shall be made in cash, by delivery of Common
Shares, or partly in cash and partly by delivery of Common Shares.
Any Common Shares so delivered shall be valued at the closing price
of the Common Shares as reported by the NASDAQ National Market
System for the last date on which trades were reported prior to the
date on which the option is exercised.
(b) The Committee may, in its discretion and subject to such
rules as the Committee may adopt, permit an optionee to satisfy, in
whole or in part, any withholding tax that may arise in connection
with the exercise of an option by delivering Common Shares to
Nordson, or by having Nordson retain a portion of the Common Shares
subject to the option, with a fair market value equal to the amount
of the withholding tax. The fair market value of the Common Shares
to be delivered or retained shall be the closing price of the
Common Shares as reported by the NASDAQ National Market System for
the last date on which trades were reported prior to the date on
which the amount of the withholding tax is determined.