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Exhibit 10-l
[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
($150,000) 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.
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Mr. E. P. Campbell -2- April 7, 1988
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.
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Mr. E. P. Campbell -3- April 7, 1988
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.
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Mr. E. P. Campbell -4- April 7, 1988
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