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Exhibit 10-d-3
NORDSON CORPORATION
AMENDMENT TO
1982 INCENTIVE STOCK OPTION PLAN
PROVIDING FOR
ACCELERATION UPON CHANGE IN CONTROL
Section 10 of the 1982 Incentive Stock Option Plan shall
be amended to read as follows:
10. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES.
(a) Options shall be exercised by delivery of written
notice of exercise to Nordson accompanied by payment of the option price.
Upon exercise of an option, the purchase price shall be payable in cash or,
if determined by the Committee when the option is granted and specified in
the notice of grant of the option, either (i) through the transfer to
Nordson by the employee of Common Shares having a current market value equal
to the purchase price or (ii) by a combination of cash and the transfer 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. 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. An
optionee shall have none of the rights of a shareholder with respect to the
Common Shares subject to the option until the Common Shares are issued or
transferred to him.
(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
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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 and by 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 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.
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(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 to Nordson.