NORDSON CORP (Form: 10-K, Received: 12/16/2013 13:31:28)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

NORDSON CORPORATION

(Exact name of Registrant as specified in its charter)


Ohio		34-0590250
(State of incorporation)		(I.R.S. Employer Identification No.)
28601 Clemens Road Westlake, Ohio		44145
(Address of principal executive offices)		(Zip Code)
(440) 892-1580
(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Shares, without par value

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of Common Shares no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 30, 2013 was approximately $4,445,488,000.

There were 64,256,419 Common Shares outstanding as of November 29, 2013.

Documents incorporated by reference:

Portions of the Proxy Statement for the 2014 Annual Meeting — Part III

Table of Contents


PART I			1
	Item 1.	Business	1
		General Description of Business	1
		Corporate Purpose and Goals	1
		Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales	2
		Principal Products and Uses	2
		Manufacturing and Raw Materials	4
		Intellectual Property	4
		Seasonal Variation in Business	5
		Working Capital Practices	5
		Customers	5
		Backlog	5
		Government Contracts	5
		Competitive Conditions	5
		Research and Development	5
		Environmental Compliance	6
		Employees	6
		Available Information	6
	Item 1A.	Risk Factors	7
	Item 1B.	Unresolved Staff Comments	12
	Item 2.	Properties	13
	Item 3.	Legal Proceedings	14
	Item 4.	Mine Safety Disclosures	14
		Executive Officers of the Company	15
PART II			16
	Item 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
		Market Information and Dividends	16
		Performance Graph	17
	Item 6.	Selected Financial Data	18
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
		Critical Accounting Policies and Estimates	19
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 8.	Financial Statements and Supplementary Data	34
		Consolidated Statements of Income	34
		Consolidated Statements of Comprehensive Income	35
		Consolidated Balance Sheets	36
		Consolidated Statements of Shareholders’ Equity	37
		Consolidated Statements of Cash Flows	38
		Notes to Consolidated Financial Statements	39
		Management’s Report on Internal Control Over Financial Reporting	73
		Report of Independent Registered Public Accounting Firm	74
		Report of Independent Registered Public Accounting Firm	75

Table of Contents


	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
	Item 9A.	Controls and Procedures	76
	Item 9B.	Other Information	76

PART III			76
	Item 10.	Directors, Executive Officers and Corporate Governance	76
	Item 11.	Executive Compensation	77
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
		Equity Compensation Table	77
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	77
	Item 14.	Principal Accountant Fees and Services	77

PART IV			78
	Item 15.	Exhibits and Financial Statement Schedule	78
		(a) 1. Financial Statements	78
		(a) 2. Financial Statement Schedule	78
		(a) 3. Exhibits	78
		Signatures	79
		Schedule II — Valuation and Qualifying Accounts and Reserves	81
		Index to Exhibits	82
		Subsidiaries of the Registrant	85
		Consent of Independent Registered Public Accounting Firm	88
		Certifications	89

PART I

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Item 1.

Business

General Description of Business

Nordson engineers, manufactures and markets differentiated products and systems used for dispensing and processing adhesives, coatings, polymers, sealants and biomaterials, and for managing fluids, testing and inspecting for quality, treating surfaces and curing. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing.

Our strategy for long-term growth is based on solving customers’ needs globally. Headquartered in Westlake, Ohio, our products are marketed through a network of direct operations in more than 30 countries. Consistent with this global strategy, approximately 70 percent of our revenues were generated outside the United States in 2013.

We have 5,801 employees worldwide. Principal manufacturing facilities are located in the United States, Belgium, the Peoples Republic of China, Germany, India, the Netherlands, Thailand and the United Kingdom.

Corporate Purpose and Goals

We strive to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavior and enlightened citizenship, grows and produces wealth for our customers, employees, shareholders and communities.

We operate for the purpose of creating balanced, long-term benefits for all of our constituencies.

Although every quarter may not produce increased sales, earnings and earnings per share, or exceed the comparative prior year’s quarter, we do expect to produce long-term gains. When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these natural occurrences.

We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and by leveraging existing technology into new applications. Additional growth comes through the acquisition of companies that serve international growth markets, share our business model characteristics and can be grown via our global infrastructure.

We create benefits for our customers through a Package of Values ^® , which includes carefully engineered, durable products; strong service support; the backing of a well-established, worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised.

We strive to provide genuine customer satisfaction; it is the foundation upon which we continue to build our business.

Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through the Human Resources department’s facilitation of employee training and leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional global team capable of meeting corporate objectives.

We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all business units, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. In addition, employees participate in Lean and Six Sigma initiatives to continuously improve our processes.

We are an equal opportunity employer.

We are committed to contributing approximately five percent of domestic pretax earnings to human welfare services, education and other charitable activities, particularly in communities where we have significant operations.

Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales

In accordance with generally accepted accounting standards, we have reported information about our three operating segments, including information about our foreign and domestic operations. This information is contained in Note 16 of Notes to Consolidated Financial Statements, which can be found in Part II, Item 8 of this document.

Principal Products and Uses

We engineer, manufacture and market differentiated products and systems used for dispensing and processing adhesives, coatings, polymers, sealants and biomaterials, and for managing fluids, testing and inspecting for quality, treating surfaces and curing. Our technology-based systems can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer non-durable and technology end markets. Equipment ranges from single-use components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.

We market our products in the United States and around the world, primarily through a direct sales force, and also through qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers. We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials.

The following is a summary of the products and markets served by our operating segments:

Adhesive Dispensing Systems

This segment delivers our proprietary precision dispensing and processing technology to diverse markets for applications that commonly reduce material consumption, increase line efficiency and enhance product strength, durability, brand and appearance.

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Nonwovens — Equipment for applying adhesives, lotions, liquids and fibers to disposable products. Key strategic markets include adult incontinence products, baby diapers and child-training pants, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks.

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Packaging — Automated adhesive dispensing systems used in the rigid packaged goods industries. Key strategic markets include food and beverage packaging, pharmaceutical packaging, and other consumer goods packaging.

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Polymer Processing — Components and systems used in the thermoplastic melt stream in plastic extrusion, injection molding, compounding and recycling processes. Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.

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Product Assembly — Adhesive and sealant dispensing systems for bonding or sealing plastic, metal and wood products and for use in the paper and paperboard converting industries. Key strategic markets include appliances, automotive components, building and construction materials, electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, envelopes and folding cartons.

•

Web Coating — Laminating and coating systems used to manufacture continuous-roll goods in the nonwovens, textile, and paper industries. Key strategic markets include carpet, labels, tapes and textiles.

Advanced Technology Systems

This segment integrates our proprietary product technologies found in progressive stages of a customer’s production process, such as surface treatment, precisely controlled automated, semi-automated or manual dispensing of material, and post-dispense bond testing and X-ray inspection to ensure quality. Related single-use plastic molded syringes, cartridges, tips, and fluid connection components are used to dispense fluids or control flow in production processes or within customers’ end products. This segment primarily serves the specific needs of electronics, medical and related high-tech industries.

•

Electronic Systems — Automated dispensing systems for high-speed, accurate application of a broad range of attachment, protection and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense. Key strategic markets include mobile phones, tablets, personal computers, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, micro electronic mechanical systems (MEMS), and semiconductor packaging.

•

Fluid Management — Precision manual and semi-automated dispensers, highly engineered single-use plastic molded syringes, cartridges tips, and fluid connection components. Products are used for applying and controlling the flow of adhesives, sealants, lubricants, and biomaterials in critical industrial production processes and within medical equipment and related surgical procedures. Key strategic markets include consumer goods, electronics, industrial assembly, solar, anesthesia, cardiovascular and ophthalmic surgery, blood management, pneumatic control systems, water treatment, and analytical instrumentation.

•

Test & Inspection — Bond testing and automated optical and x-ray inspection systems used in the semiconductor and printed circuit board industries. Key strategic markets include mobile phones, tablets, personal computers, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, MEMS, and semiconductor packaging.

Industrial Coating Systems

This segment provides both standard and highly-customized equipment used primarily for applying coatings, paint, other finishes, sealants and other materials, and curing and drying of dispensed material. This segment primarily serves the consumer durables market.

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Cold Materials — Automated and manual dispensing products and systems used to apply multiple component adhesive and sealant materials in the general industrial and transportation manufacturing industries. Key strategic markets include aerospace, alternative energy, appliances, automotive, building and construction, composites, electronics and medical.

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Container Coating — Automated and manual dispensing and curing systems used to coat and cure containers. Key strategic markets include beverage containers and food cans.

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Curing and Drying Systems — Ultraviolet equipment used primarily in curing and drying operations for specialty coatings, semiconductor materials and paints. Key strategic markets include electronics, containers, and durable goods products.

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Liquid Finishing — Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products. Key strategic markets include automotive components, construction, metal shelving and drums.

•

Powder Coating — Automated and manual dispensing systems used to apply powder paints and coatings to a variety of metal, plastic and wood products. Key strategic markets include agriculture and construction equipment, appliances, automotive components, home and office furniture, lawn and garden equipment, pipe coating, and wood and metal shelving.

Manufacturing and Raw Materials

Our production operations include machining and assembly. We manufacture specially designed parts and assemble components into finished equipment. Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models. We have principal manufacturing operations in the United States in Amherst and Youngstown, Ohio; Duluth and Swainsboro, Georgia; Carlsbad, California; Ft. Collins, Colorado; Plymouth, Michigan; Eagan, Minnesota; Robbinsville, New Jersey; Hickory, North Carolina; New Castle, Pennsylvania; East Providence, Rhode Island; Pulaski, Virginia and Chippewa Falls, Wisconsin; as well as in Temse, Belgium; Shanghai and Suzhou, the Peoples Republic of China; Lüneburg and Münster, Germany; Bangalore, India; Maastricht, the Netherlands; Chonburi, Thailand and in Aylesbury, United Kingdom.

Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service. All significant raw materials that we use are available through multiple sources.

Senior operating executives supervise an extensive quality control program for our equipment, machinery and systems.

Natural gas and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed.

Intellectual Property

We maintain procedures to protect our intellectual property (including patents, trademarks and copyrights) both domestically and internationally. Risk factors associated with our intellectual property are discussed in Item 1A. Risk Factors.

Our intellectual property portfolios include valuable patents, trade secrets, know-how, domain names, trademarks and trade names. As of October 31, 2013, we held 495 United States patents and 1,075 foreign patents and had 255 United States patent applications pending and 921 foreign patent applications pending, but there is no assurance that any patent application will be issued. We continue to apply for and obtain patent protection for new products on an ongoing basis.

Patents covering individual products extend for varying periods according to the date of filing or grant and legal term of patents in various countries where a patent is obtained. Our current patent portfolio has expiration dates ranging from November 2013 to February 2038. The actual protection a patent provides, which can vary from country to country, depends upon the type of patent, the scope of its coverage, and the availability of legal remedies in each country. We believe, however, that the duration of our patents generally exceeds the life cycles of the technologies disclosed and claimed in the patents.

We believe our trademarks are important assets and we aggressively manage our brands. We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, Dage, EFD, Micromedics, Value Plastics, and Xaloy and various common law trademarks which are important to our business, inasmuch as they identify Nordson and our products to our customers. As of October 31, 2013, we had a total of 1,688 trademark registrations in the United States and in various foreign countries.

We rely upon a combination of nondisclosure and other contractual arrangements and trade secret laws to protect our proprietary rights and also enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created during employment, convey all rights to inventions to us, and restrict the distribution of proprietary information.

We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our right to sell our products. Although in aggregate our intellectual property is important to our operations, we do not believe that the loss of any one patent, trademark, or group of related patents or trademarks would have a material adverse effect on our results of operations or financial position of our overall business.

Seasonal Variation in Business

Generally, the highest volume of sales occurs in our fourth quarter due in large part to the timing of customers’ capital spending programs. Accordingly, first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns.

Working Capital Practices

No special or unusual practices affect our working capital. However, we generally require advance payments as deposits on customized equipment and systems and, in certain cases, require progress payments during the manufacturing of these products. We continue to initiate new processes focused on reduction of manufacturing lead times, resulting in lower investment in inventory while maintaining the capability to respond promptly to customer needs.

Customers

We serve a broad customer base, both in terms of industries and geographic regions. In 2013, no single customer accounted for ten percent or more of sales.

Backlog

Our backlog of open orders increased to approximately $217,000 at October 31, 2013 from approximately $176,000 at October 31, 2012. The amounts for both years were calculated based upon exchange rates in effect at October 31, 2013. The increase is primarily due to 2013 acquisitions. All orders in the 2013 year-end backlog are expected to be shipped to customers in 2014.

Government Contracts

Our business neither includes nor depends upon a significant amount of governmental contracts or subcontracts. Therefore, no material part of our business is subject to renegotiation or termination at the option of the government.

Competitive Conditions

Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting, and fluid control techniques . Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing application, processing or control of fluids and materials; or testing and inspecting for quality.

Many factors influence our competitive position, including pricing, product quality and service. We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position. Our worldwide network of direct sales and technical resources also is a competitive advantage.

Research and Development

Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products. We place strong emphasis on technology developments and improvements through internal engineering and research teams. Research and development expenses were approximately $47,973 in 2013, compared with approximately $36,535 in 2012 and $26,997 in 2011. As a percentage of sales, research and development expenses were approximately 3.1, 2.6 and 2.1 percent in 2013, 2012 and 2011, respectively.

Environmental Compliance

We are subject to extensive federal, state, local and foreign environmental, safety and health laws and regulations concerning, among other things, emissions to the air, discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. Under certain of these laws, we can be held strictly liable for hazardous substance contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages associated with such contamination. We are also required to maintain various related permits and licenses, many of which require periodic modification and renewal. The operation of manufacturing plants unavoidably entails environmental, safety and health risks, and we could incur material unanticipated costs or liabilities in the future if any of these risks were realized in ways or to an extent that we did not anticipate.

We believe that we operate in compliance, in all material respects, with applicable environmental laws and regulations. Compliance with environmental laws and regulations requires continuing management effort and expenditures. We have incurred, and will continue to incur, costs and capital expenditures to comply with these laws and regulations and to obtain and maintain the necessary permits and licenses. We believe that the cost of complying with environmental laws and regulations will not have a material effect on our earnings, liquidity or competitive position but cannot assure that material compliance-related costs and expenses may not arise in the future. For example, future adoption of new or amended environmental laws, regulations or requirements or newly discovered contamination or other circumstances that could require us to incur costs and expenses that may have a material effect, but cannot be presently anticipated.

We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities. Compliance with federal, state and local environmental protection laws during 2013 had no material effect on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse affect on our financial position, operating results or liquidity, but we cannot assure that material environmental liabilities may not arise in the future.

Employees

As of October 31, 2013, we had 5,801 full-time and part-time employees, including 127 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on October 30, 2016 and 72 at our New Castle, Pennsylvania facility who are represented by a collective bargaining agreement that expires on July 31, 2014. No work stoppages have been experienced at any of our facilities during any of the periods covered by this report.

Available Information

Our proxy statement, annual report to the Securities and Exchange Commission (Form 10-K), quarterly reports (Form 10-Q) and current reports (Form 8-K) and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at http://www.nordson.com/investors as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

Item 1A.

Risk Factors

In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that, if they actually occurred, could materially and adversely affect our business, financial condition, value and results of operations. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

The significant risk factors affecting our operations include the following:

Changes in United States or international economic conditions could adversely affect the profitability of any of our operations.

In 2013, approximately 30 percent of our revenue was derived from domestic customers, while approximately 70 percent was derived from international customers. Our largest markets include appliance, automotive, construction, container, electronics assembly, food and beverage, furniture, life sciences and medical, metal finishing, nonwovens, packaging, paper and paperboard converting, plastics processing and semiconductor. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.

A portion of our product sales is attributable to industries and markets, such as the semiconductor and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or countries may reduce sales of some of our products. It is not possible to predict accurately the factors that will affect demand for our products in the future.

Any significant downturn in the health of the general economy, globally, regionally or in the markets in which we sell products, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets.

Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.

Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations. We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world. We cannot assure, however, that we will be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired businesses into our existing operations or expand into new markets. In addition, we cannot assure that any acquisition, once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.

The success of our acquisition strategy is subject to other risks and uncertainties, including:

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our ability to realize operating efficiencies, synergies or other benefits expected from an acquisition, and possible delays in realizing the benefits of the acquired company or products;

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diversion of management’s time and attention from other business concerns;

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difficulties in retaining key employees, customers or suppliers of the acquired business;

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difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;

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adverse effects on existing business relationships with suppliers or customers;

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the risks associated with the assumption of contingent or undisclosed liabilities of acquisition targets;

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the ability to generate future cash flows or the availability of financing.

In addition, an acquisition could adversely impact our operating performance as a result of the incurrence of acquisition-related debt, acquisition expenses, the amortization of acquisition-acquired assets, or possible future impairments of goodwill or intangible assets associated with the acquisition.

We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs, including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities associated with environmental laws.

Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could hurt our business and inhibit our ability to operate and grow successfully.

Our success will continue to depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel to support our growth and operational initiatives and replace executives who retire or resign. Failure to retain our leadership team and attract and retain other important management and technical personnel could place a constraint on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.

If we fail to develop new products, or our customers do not accept the new products we develop, our revenue and profitability could be adversely impacted.

Innovation is critical to our success. We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions for the industrial equipment market. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position. Difficulties or delays in research, development or production of new products or failure to gain market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. We continue to invest in the development and marketing of new products. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems or the market does not accept our new products, our financial condition, results of operations, cash flows and liquidity could be adversely affected. In addition, as new or enhanced products are introduced, we must successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and ensure that we can deliver sufficient supplies of new products to meet customers’ demands.

If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on us, our financial condition and results of operations.

We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patents, trademark, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights. The agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law afford us limited protection. Policing unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation, which could harm our business.

Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.

Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined that our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending these types of lawsuits takes significant time, may be expensive and may divert management attention from other business concerns.

Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.

Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions and represents the excess of cost over the fair value of the identifiable net assets we acquired. We assess at least annually whether there has been any impairment in the value of our intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock price and market capitalization declines, or if future cash flow estimates decline, we could incur under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment. Any determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.

Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results.

We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan. Any significant change in the value of the currencies of the countries in which we do business against the United States dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

The majority of our consolidated revenues in 2013 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where available, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.

We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls. Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.

Inability to access capital could impede growth or the repayment or refinancing of existing indebtedness.

The limits imposed on us by the restrictive covenants contained in our credit facilities could prevent us from making acquisitions or cause us to lose access to these facilities.

Our existing credit facilities contain restrictive covenants that limit our ability to, among other things:

•

borrow money or guarantee the debts of others;

•

use assets as security in other transactions;

•

make investments or other restricted payments or distributions;

•

change our business or enter into new lines of business;

•

sell or acquire assets or merge with or into other companies.

In addition, our credit facilities require us to meet financial ratios, including “total indebtedness” to “consolidated trailing earnings before interest, taxes, depreciation, and amortization” (EBITDA) both as defined in the credit facility, and consolidated trailing EBITDA to consolidated trailing interest expense as defined in the credit facility.

These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.

Our ability to comply with the covenants and other terms of our credit facilities will depend on our future operating performance. If we fail to comply with such covenants and terms, we will be in default and the maturity of the related debt could be accelerated and become immediately due and payable. We may be required to obtain waivers from our lenders in order to maintain compliance under our credit facilities, including waivers with respect to our compliance with certain financial covenants. If we are unable to obtain necessary waivers and the debt under our credit facilities is accelerated, we would be required to obtain replacement financing at prevailing market rates.

We may need new or additional financing in the future to expand our business or refinance existing indebtedness. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we have substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, as a consequence of worsening financial market conditions, our credit facility providers may not provide the agreed credit if they become undercapitalized.

Rapid changes in interest rates could adversely affect us.

Any period of unexpected or rapid increase in interest rates may also adversely affect our profitability. At October 31, 2013, we had $652,594 of total debt and notes payable outstanding, of which 59 percent was priced at interest rates that float with the market. A one percent increase in the interest rate on the floating rate debt in 2013 would have resulted in approximately $3,464 of additional interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

The level of returns on pension plan assets and changes in the actuarial assumptions used could adversely affect us.

Our operating results may be positively or negatively impacted by the amount of expense we record for our defined benefit pension plans. U.S. GAAP requires that we calculate pension expense using actuarial valuations, which are dependent upon our various assumptions including estimates of expected long-term rate of return on plan assets, discount rates for future payment obligations, and the expected rate of increase in future compensation levels. Our pension expense and funding requirements may also be affected by our actual return on plan assets and by legislation and other government regulatory actions. Changes in assumptions, laws or regulations could lead to variability in operating results and could have a material adverse impact on liquidity.

New regulations related to conflict-free minerals may result in additional expenses that could affect our financial condition and business operations.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC promulgated final rules regarding disclosure of the use of certain minerals, known as conflict minerals, which are mined from the Democratic Republic of the Congo and adjoining countries, as well as procedures regarding a manufacturer’s efforts to prevent the sourcing of such minerals and metals produced from those minerals. These new disclosure obligations will require due diligence efforts to support our initial disclosure requirements effective in May 2014. We will incur costs associated with complying with such disclosure requirements, including costs associated with canvassing our supply chain to determine the source country of any conflict minerals incorporated in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. In addition, the implementation of these rules could adversely affect the sourcing, supply, and pricing of materials used in our products.

Political conditions in foreign countries in which we operate could adversely affect us.

We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States. In 2013, approximately 70 percent of our total sales were to customers outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:

•

risks of economic instability;

•

unanticipated or unfavorable circumstances arising from host country laws or regulations;

•

threats of war, terrorism or governmental instability;

•

significant foreign and U.S. taxes on repatriated cash;

•

restrictions on the transfer of funds into or out of a country;

•

currency exchange rate fluctuations;

•

potential negative consequences from changes to taxation policies;

•

the disruption of operations from labor and political disturbances;

•

the imposition of tariffs, import or export licensing requirements;

•

exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.

Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, or otherwise have an adverse effect on our operating performance.

Our international operations also depend upon favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations. A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets.

Our business and operating results may be adversely affected by natural disasters or other catastrophic events beyond our control.

While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather conditions such as hurricanes or tornadoes, as well major earthquakes and other natural disasters, in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, and delays in the delivery of products to our customers. Any of these factors may disrupt our operations and adversely affect our financial condition and results of operations.

The insurance that we maintain may not fully cover all potential exposures.

We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

The following table summarizes our principal properties as of October 31, 2013:


Location	Description of Property	Approximate Square Feet
Amherst, Ohio ^{2, 3}	A manufacturing, laboratory and office complex		521,000
Duluth, Georgia ¹	A manufacturing, laboratory and office building		176,000
Swainsboro, Georgia ¹	A manufacturing building (leased)		136,000
East Providence, Rhode Island ²	A manufacturing, warehouse and office building		116,000
Pulaski, Virginia ¹	A manufacturing, warehouse and office building		101,000
Carlsbad, California ²	Two manufacturing and office buildings (leased)		88,000
Robbinsville, New Jersey ²	A manufacturing, warehouse and office building (leased)		88,000
Chippewa Falls, Wisconsin ¹	A manufacturing, warehouse and office building (leased)		86,000
New Castle, Pennsylvania ¹	A manufacturing, warehouse and office building		76,000
Youngstown, Ohio ¹	A manufacturing, warehouse and office building (leased)		58,000
Chippewa Falls, Wisconsin ¹	A manufacturing, warehouse and office building (leased)		45,000
Ft. Collins, Colorado ²	A manufacturing, warehouse and office building (leased)		42,000
Vista, California ²	A manufacturing building (leased)		41,000
Hickory, North Carolina ¹	A manufacturing, warehouse and office building (leased)		41,000
Eagan, Minnesota ²	A manufacturing, warehouse and office building (leased)		35,000
Plymouth, Michigan ³	Two manufacturing, warehouse and office buildings (leased)		35,000
Westlake, Ohio	Corporate headquarters		28,000
Chippewa Falls, Wisconsin ¹	An engineering and laboratory building (leased)		20,000
Shanghai, China ^{1, 3}	A manufacturing, warehouse and office building (leased)		134,000
Lüneburg, Germany ¹	A manufacturing and laboratory building		129,000
Shanghai, China ^{1,2, 3}	An office and laboratory building		86,000
Chonburi, Thailand ¹	A manufacturing, warehouse and office building		70,000
Shanghai, China ¹	A manufacturing, warehouse and office building (leased)		56,000
Bangalore, India ^{1, 2, 3}	A manufacturing, warehouse and office building		56,000
Maastricht, Netherlands ^{1, 2, 3}	A manufacturing, warehouse and office building		54,000
Münster, Germany ¹	A manufacturing, warehouse and office building (leased)		51,000
Erkrath, Germany ^{1,2, 3}	An office, laboratory and warehouse building (leased)		48,000
Temse, Belgium ¹	A manufacturing, warehouse and office building (leased)		44,000
Suzhou, China ²	A manufacturing, warehouse and office building (leased)		42,000
Tokyo, Japan ^{1, 2, 3}	An office, laboratory and warehouse building (leased)		42,000
Münster, Germany ¹	A manufacturing, warehouse and office building (leased)		39,000
Aylesbury, U.K. ^1,2	A manufacturing, warehouse and office building (leased)		36,000
Shanghai, China ¹	An engineering and laboratory building		24,000
El Marques, Mexico ^{1, 2, 3}	A warehouse and office building (leased)		22,000
Singapore ^{1, 2, 3}	A warehouse and office building (leased)		16,000
Lagny Sur Marne, France ^{1, 3}	An office building (leased)		6,000
Segrate, Italy ^{1, 3}	An office, laboratory and warehouse building (leased)		5,000

Business Segment — Property Identification Legend

1 — Adhesive Dispensing Systems

2 — Advanced Technology Systems

3 — Industrial Coating Systems

The facilities listed have adequate, suitable and sufficient capacity (production and nonproduction) to meet present and foreseeable demand for our products.

Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date. Information about leases is reported in Note 10 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

Item 3.

Legal Proceedings

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the environmental matter discussed below, it is our opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on our financial condition, quarterly or annual operating results or cash flows.

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Item 4.

Mine Safety Disclosures

None.

Executive Officers of the Company

Our executive officers as of October 31, 2013, were as follows:


Name	Age		Officer Since		Position or Office with The Company and Business Experience During the Past Five (5) Year Period
Michael F. Hilton		59		2010	President and Chief Executive Officer, 2010 Senior Vice President and General Manager-Electronics and Performance Materials Segment of Air Products and Chemicals, Inc., 2007
John J. Keane		52		2003	Senior Vice President, 2005
Peter G. Lambert		53		2005	Senior Vice President, 2010
					Vice President, 2005
Gregory P. Merk		42		2006	Senior Vice President, 2013 Vice President, 2006
Gregory A. Thaxton		52		2007	Senior Vice President, Chief Financial Officer, 2012
					Vice President, Chief Financial Officer, 2008
Douglas C. Bloomfield		54		2005	Vice President, 2005
James E. DeVries		54		2012	Vice President, 2012 Vice President Global Continuous Improvement, 2011 Vice President North America and China, Engineering (Adhesive Dispensing Systems), 2010
					Vice President Adhesive Dispensing Systems, North America, 2009 Vice President Global Business Development (Adhesive Dispensing Systems), 2008
Shelly M. Peet		48		2007	Vice President, 2009
					Vice President, Chief Information Officer, 2007
Robert E. Veillette		61		2007	Vice President, General Counsel and Secretary, 2007

PART II

Item 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

(a) Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 29, 2013, there were 1,623 registered shareholders. The table below is a summary of dividends paid per common share and the range of closing market prices during each quarter of 2013 and 2012.

Dividend
Paid

Common Share
Price

Quarters

High

Low

2013:

First

.15

67.62

58.89

Second

.15

70.60

61.33

Third

.15

75.00

67.26

Fourth

.18

74.90

66.65

2012:

First

.125

48.39

39.65

Second

.125

56.46

46.35

Third

.125

54.19

47.85

Fourth

.15

62.81

50.17

Source: NASDAQ OMX

Performance Graph

The following is a graph that compares the five-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2008 in Nordson common shares, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, and the S&P MidCap 400 Industrial Machinery Index.

LOGO


Company/Market/Peer Group	2008		2009		2010		2011		2012		2013
Nordson Corporation	$	100.00	$	149.23	$	226.27	$	274.10	$	356.22	$	439.17
S&P 500 Index	$	100.00	$	109.80	$	127.94	$	138.29	$	159.32	$	204.36
S&P MidCap 400	$	100.00	$	118.18	$	150.84	$	163.74	$	183.56	$	247.03
S&P 500 Ind. Machinery	$	100.00	$	133.81	$	171.21	$	177.14	$	211.99	$	303.42
S&P MidCap 400 Ind. Machinery	$	100.00	$	123.56	$	160.59	$	182.65	$	199.48	$	275.62
Peer Group	$	100.00	$	106.92	$	141.59	$	158.97	$	178.67	$	241.77

Source: Zack’s Investment Research

(b)	Use of Proceeds. Not applicable.

(c)	Issuer Purchases of Equity Securities


	Total Number of Shares Repurchased		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs ⁽¹⁾		Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
August 1, 2013 to August 31, 2013		9	$	67.85		9	$	200,000
September 1, 2013 to September 30, 2013		58	$	68.29		58	$	196,031
October 1, 2013 to October 31, 2013		—				—	$	196,031

Total		67				67

(1)

In March 2012 the board of directors approved a repurchase program of up to $100,000. In August 2013 the board of directors replaced that program with a new repurchase program of up to $200,000. Uses for repurchased shares include the funding of benefit programs including stock options, restricted stock and 401(k) matching. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities.

Item 6.

Selected Financial Data

Five-Year Summary


	2013		2012		2011		2010		2009
(In thousands except for per-share amounts)
Operating Data ^(a)
Sales	$	1,542,921	$	1,409,578	$	1,233,159	$	1,041,551	$	819,165
Cost of sales		676,777		584,249		484,727		419,937		350,239
% of sales		44		41		39		40		43
Cost of sales — restructuring		—		2,040		—		—		—
Selling and administrative expenses		541,169		485,285		429,489		384,752		337,294
% of sales		35		34		35		37		41
Severance and restructuring costs		1,126		2,524		1,589		2,029		16,396
Goodwill and long-lived asset impairments		—		—		1,811		—		243,043
Operating profit (loss)		323,849		335,480		315,543		234,833		(127,807	)
% of sales		21		24		26		23		(16	)
Net income (loss)		221,817		224,829		222,364		168,048		(160,055	)
% of sales		14		16		18		16		(20	)
Financial Data ^(a)
Working capital	$	365,099	$	242,939	$	294,796	$	259,117	$	190,249
Net property, plant and equipment and other non-current assets		1,441,719		1,242,892		827,493		535,323		544,003
Total invested capital ^(b)		1,498,082		1,261,962		853,071		567,323		508,989
Total assets		2,042,289		1,829,515		1,304,450		986,354		890,674
Long-term liabilities		918,955		816,061		550,966		289,368		364,276
Shareholders’ equity		887,863		669,770		571,323		505,072		369,976
Return on average invested capital — % ^(c)		18		23		35		32		10	^(d)
Return on average shareholders’ equity — % ^(e)		29		38		39		40		13	^(f)
Per-Share Data ^(a) ^(g)
Average number of common shares		64,214		64,407		67,616		67,610		67,129
Average number of common shares and common share equivalents		64,908		65,103		68,425		68,442		67,129
Basic earnings (loss) per share	$	3.45	$	3.49	$	3.29	$	2.49	$	(2.38	)
Diluted earnings (loss) per share		3.42		3.45		3.25		2.46		(2.38	)
Dividends per common share		0.63		0.525		0.44		0.39		0.36875
Book value per common share		13.83		10.42		8.71		7.44		5.49

(a)	See accompanying Notes to Consolidated Financial Statements.

(b)	Notes payable, plus current portion of long-term debt, plus long-term debt, minus cash and marketable securities, plus shareholders’ equity.

(c)	Net income (loss), plus after-tax interest expense on borrowings as a percentage of the average of quarterly borrowings (net of cash) plus shareholders’ equity over five accounting periods.

(d)	The percentage for 2009 excludes goodwill and long-lived asset impairment charges. Including these charges, the return on average invested capital for 2009 would have been negative 21 percent.

(e)	Net income (loss) as a percentage of average quarterly shareholders’ equity over five accounting periods.

(f)	The percentage for 2009 excludes goodwill and long-lived asset impairment charges. Including these charges, the return on average shareholder equity for 2009 would have been negative 28 percent.

(g)	Amounts adjusted for 2-for-1 stock split effective April 12, 2011.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the board of directors.

Revenue Recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and title and risk of loss have passed to the customer. The FASB has issued guidance on multiple deliverable arrangements that establishes a relative selling price hierarchy for determining the selling price of a deliverable based on vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if vendor-specific objective evidence is not available, or best estimated selling price (BESP) if neither vendor-specific objective evidence nor third-party evidence is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2013, 2012 and 2011 were not material.

Goodwill — Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. Our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment.

We test goodwill in accordance with Accounting Standards Codification (ASC) 350. The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we calculate a reporting unit’s fair value using a discounted cash flow valuation methodology and compare the result against the reporting unit’s carrying value of net assets. If the carrying value of a reporting unit is close to or exceeds its fair value, then a second step is performed to determine if goodwill is impaired. We used independent valuation specialists to assist with refining our assumptions and methods used to determine fair values using Discounted Cash Flow (DCF) methodology for our reporting units and other long-lived assets and to prepare indications of value derived from a market approach using guideline companies and a reconciliation to results of the DCF approach. In step one, the assumptions used for discounted cash flow, revenue growth, operating margin, and working capital turnover are based on general management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the “Gordon Growth Model Method” that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital (WACC) methodology and growth

rate. For each reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of reasonableness that our expected assumptions are fair for detecting impairment.

Discount rates are developed using a WACC methodology. The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2013, the discount rates used ranged from 10 percent to 19 percent depending upon the reporting unit’s size, end market volatility, and projection risk. The calculated internal rate of return for the step one consolidated valuation was 11 percent, the same as the calculated WACC for total Nordson.

To test the reasonableness of the discounted cash flow valuations, we performed the control premium test, which compares the sum of the fair values calculated for our reporting units (net of debt) to the market value of equity. The control premium was negative 17 percent as of the test date of August 1, 2013 and October 31, 2013. The control premium indicated that the discounted cash flow valuation was reasonable. In addition, indications of value derived for each reporting unit using the market approach reconciled reasonably with the results of the discounted cash flow approach.

In 2013 and 2012, the results of our step one testing indicated no impairment; therefore, the second step of impairment testing was not necessary.

The excess of fair value (FV) over carrying value (CV) was compared to the carrying value for each reporting unit. Based on the results shown in the table below and based on our measurement date of August 1, 2013, our conclusion is that no indicators of impairment exist in 2013. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.


	WACC			Excess of FV over CV			Goodwill
Adhesive Dispensing Systems Segment		10	%		339	%	$	288,712
Industrial Coating Systems Segment		14	%		199	%	$	24,058
Advanced Technology Systems Segment — Electronics Systems		11	%		1015	%	$	15,138
Advanced Technology Systems Segment — Fluid Management		12	%		63	%	$	475,855
Advanced Technology Systems Segment — Test & Inspection		19	%		71	%	$	14,397

The table above does not include two acquisitions that occurred after the August 1 measurement date but before our fiscal year-end. We acquired the Kreyenborg Group’s Kreyenborg GmbH and BKG Bruckmann & Kreyenborg Granuliertechnik GmbH (“the Kreyenborg Group”) on August 30, 2013 and certain assets from Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP on September 27, 2013. Determination of the preliminary goodwill associated with these acquisitions was completed with the assistance of independent valuation specialists in October 2013. Since the dates of the valuations, no events or changes in circumstances have occurred that would more likely than not reduce the fair value of these acquisitions below their carrying values. For future valuation purposes, the Kreyenborg Group will be included in our Adhesive Dispensing Systems segment, and the assets acquired from Nellcor will be included in Advanced Technology Systems — Fluid Management.

Other Long-Lived Assets — We test other depreciable and amortizable long-lived assets for recoverability in accordance with ASC 360 using undiscounted cash flows. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows. The total carrying value of long-lived assets for each reporting unit has been compared to the forecasted cash flows of each reporting unit’s long-lived assets being tested. Cash flows have been defined as earnings before interest, taxes, depreciation, and amortization, less annual maintenance capital spending.

Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) are based on the remaining useful life of the asset. We believe that the relative value of long-lived assets within each reporting unit is a reasonable proxy for the relative importance of the assets in the production of cash flow. To get to a reasonable forecast period, the aggregate net book value of long-lived assets was divided by the current depreciation and amortization value to arrive at a blended remaining useful life. Our calculations for 2013 showed the undiscounted aggregate value of cash flows over the remaining useful life for each reporting unit was greater than the respective carrying value of the long-lived assets within each reporting unit, so no impairment charges were recognized.

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2013, and 24 percent at October 31, 2012, with the first-in, first-out (FIFO) method used for the remaining inventory. On an ongoing basis, inventory is tested for technical obsolescence, as well as for future demand and changes in market conditions. We have historically maintained inventory reserves to reflect those conditions when the cost of inventory is not expected to be recovered. Reserves are also maintained for inventory used for demonstration purposes. The inventory reserve balance was $26,579, $20,505 and $16,050 at October 31, 2013, 2012 and 2011, respectively.

Pension Plans and Postretirement Medical Plans — The measurement of liabilities related to our pension plans and postretirement medical plans is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions, and health care cost trend rates.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 4.75 percent at October 31, 2013 and 3.85 percent at October 31, 2012. The weighted-average discount rate used to determine the present value of our various international pension plan obligations was 3.72 percent at October 31, 2013, compared to 3.52 percent at October 31, 2012. The discount rates used for all plans were determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 7.24 percent in 2013 and 7.75 percent in 2012. The average expected rate of return on international pension assets used to determine net benefit costs was 4.43 percent in 2013 and 4.85 percent in 2012.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.30 percent at October 31, 2013 and October 31, 2012. The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was 3.18 percent at October 31, 2013, compared to 3.13 percent at October 31, 2012.

Annual expense amounts are determined based on the discount rate used at the end of the prior year. Differences between actual and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a period of years.

Economic assumptions have a significant effect on the amounts reported. The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.


	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2013	$	(4,340	)	$	5,207		$	(1,052	)	$	1,343
Effect on pension obligation as of October 31, 2013	$	(34,718	)	$	42,756		$	(13,572	)	$	17,606
Expected return on assets:
Effect on total service and interest cost components in 2013	$	(2,019	)	$	2,019		$	(348	)	$	348
Effect on pension obligation as of October 31, 2013	$	—		$	—		$	—		$	—
Compensation increase:
Effect on total service and interest cost components in 2013	$	3,580		$	(2,967	)	$	869		$	(726	)
Effect on pension obligation as of October 31, 2013	$	14,832		$	(12,619	)	$	6,039		$	(5,300	)

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit plan was 4.80 percent at October 31, 2013 and 3.85 percent at October 31, 2012. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 4.12 percent in 2014, decreasing gradually to 3.47 percent in 2021.

For the international postretirement plan, the discount rate used to value the benefit obligation was 4.95 percent at October 31, 2013 and 4.40 percent at October 31, 2012. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 6.65 percent in 2014, decreasing gradually to 3.50 percent in 2031.

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported. For example, a one-percentage point change in the discount rate and assumed health care cost trend rate would have the following effects:


	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2013	$	(758	)	$	911		$	(20	)	$	11
Effect on postretirement obligation as of October 31, 2013	$	(7,945	)	$	9,886		$	(138	)	$	181
Health care trend rate:
Effect on total service and interest cost components in 2013	$	630		$	(508	)	$	17		$	(13	)
Effect on postretirement obligation as of October 31, 2013	$	8,907		$	(7,286	)	$	172		$	(135	)

Employees hired after January 1, 2002, are not eligible to participate in the domestic postretirement medical plan.

Pension and postretirement expenses in 2014 are expected to be approximately $5,257 lower than 2013, primarily due to changes in discount rates.

Financial Instruments — Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies are sensitive to changes in currency exchange rates. We enter into foreign currency forward contracts, which are derivative financial instruments, to reduce the risk of foreign currency exposures resulting from the collection of receivables, payables and loans denominated in foreign currencies. The maturities of these contracts are usually less than 90 days. Forward contracts are not designated as hedging instruments and therefore are marked to market each accounting period, and the resulting gains or losses are included in “other–net” within other income (expense) in the Consolidated Statement of Income.

Warranties — We provide customers with a product warranty that requires us to repair or replace defective products within a specified period of time (generally one year) from the date of delivery or first use. An accrual is recorded for expected warranty costs for products shipped through the end of each accounting period. In determining the amount of the accrual, we rely primarily on historical warranty claims. Amounts charged to the warranty reserve were $7,891, $5,430 and $7,417 in 2013, 2012 and 2011, respectively. The reserve balance was $9,409, $8,929 and $6,723 at October 31, 2013, 2012 and 2011, respectively.

Long-Term Incentive Plan (LTIP) — Under the long-term incentive plan, executive officers and selected other key employees receive share awards based on corporate performance measures over three-year performance periods. Awards vary based on the degree to which corporate performance equals or exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No award will occur unless certain threshold performance objectives are equaled or exceeded. The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of common stock at the grant date, reduced by the implied value of dividends not to be paid. Awards are recorded as capital in excess of stated value in shareholders’ equity. The cumulative amount recorded at October 31, 2013 for the plans originating in 2011, 2012 and 2013 was $8,083.

Compensation expense attributable to all LTIP performance periods for executive officers and selected other key employees for 2013, 2012 and 2011 was $3,588, $4,235 and $4,067, respectively.

2013 compared to 2012

Sales — Worldwide sales for 2013 were $1,542,921, an increase of 9.5 percent from 2012 sales of $1,409,578. Sales volume increased 10.6 percent, and unfavorable currency effects caused by the stronger U.S. dollar primarily against the Japanese Yen reduced sales by 1.1 percent. The volume increase consisted of 10.2 percent from acquisitions and 0.4 percent from organic growth. Three acquisitions were made during 2013: the Kreyenborg Group and certain assets of Kodama Chemical Industry Co., Ltd. , which were both included within the Adhesive Dispensing Systems segment, and certain assets of Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP (“Nellcor”) which was included within the Advanced Technology Systems segment. Three acquisitions were made during 2012: EDI Holdings, Inc. (EDI) and Xaloy Superior Holdings, Inc. (Xaloy), which were included within the Adhesive Dispensing Systems segment, and Sealant Equipment & Engineering, Inc. (SEE), which was included within the Industrial Coating Systems segment.

As used throughout this Form 10-K, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.

Sales of the Adhesive Dispensing Systems segment were $793,488 in 2013, an increase of $109,392, or 16.0 percent, from 2012 sales of $684,096. The increase was the result of a sales volume increase of 17.6 percent offset by unfavorable currency effects that reduced sales by 1.6 percent. The sales volume increase consisted of 18.8 percent from acquisitions offset by a 1.2 percent reduction in organic volume. Sales volume, inclusive of acquisitions, increased in all geographic regions and was particularly strong in the United States and Asia Pacific regions. Growth in our solar applications, paper board packaging and certain durable goods markets was partially offset by softness in our plastics processing markets and disposable hygiene product markets.

Sales of the Advanced Technology Systems segment were $516,266 in 2013, an increase of $274, or 0.1 percent, from 2012 sales of $515,992. The increase was the result of a sales volume increase of 0.3 percent offset by unfavorable currency effects that reduced sales by 0.2 percent. The sales volume increase was solely due to organic growth. Within the segment, volume increases occurred in all geographic regions, except Asia Pacific, and were most pronounced in Japan. Growth in our automotive electronics, display assembly, printed circuit board assembly and medical equipment markets was offset by softness in our semiconductor packaging and industrial assembly end markets.

Sales of the Industrial Coating Systems segment were $233,167 in 2013, an increase of $23,677, or 11.3 percent, from 2012 sales of $209,490. The increase was the result of a sales volume increase of 12.7 percent offset by unfavorable currency effects that reduced sales by 1.4 percent. The sales volume increase consisted of 5.6 percent organic growth and 7.1 percent from an acquisition. Sales volume, inclusive of acquisitions, increased in the United States, Americas, and Japan regions. Growth in some of our consumer and industrial durable goods markets was offset by softness in our large dollar systems supporting automotive OEMs and container coating markets.

Sales outside the United States accounted for 69.8 percent of our sales in 2013, versus 72.4 percent in 2012. On a geographic basis, sales in the United States were $465,789, an increase of 19.8 percent from 2012. The increase consisted of 1.5 percent organic volume and 18.3 percent from acquisitions. In the Americas region, sales were $123,654, up 13.4 percent from the prior year, with volume increasing 14.8 percent offset by unfavorable currency effects of 1.4 percent. The increase in sales volume consisted of 5.8 percent organic volume and 9.0 percent from acquisitions. Sales in Europe were $416,725 in 2013, up 9.4 percent from 2012, with volume increasing 8.1 and favorable currency effects of 1.3 percent. The increase in sales volume consisted primarily of 8.0 percent from acquisitions. Sales in Japan for 2013 were $127,945, an increase of 0.3 percent from the prior year. The increase consisted of volume of 16.1 percent offset by unfavorable currency effects of 15.8 percent. The increase in sales volume consisted of 8.5 percent organic volume and 7.6 percent from acquisitions. Sales in the Asia Pacific region were $408,808, up 1.4 percent from the prior year, with volume increasing 0.9 percent, and favorable currency effects of 0.5 percent. The increase in sales volume consisted of 5.4 percent from acquisitions offset by a decline in organic volume of 4.5 percent.

It is estimated that the effect of pricing on total revenue was neutral relative to 2012.

Operating profit — Cost of sales, including those costs classified as restructuring, were $676,777 in 2013, up 15.4 percent from 2012. The increase compared to 2012 is primarily due to increased sales volume. Gross profit, expressed as a percentage of sales, decreased to 56.1 percent in 2013 from 58.4 percent in 2012. The reduction in gross margin was primarily a result of lower product line margins relating to 2013 and 2012 acquisitions, as well as a higher mix of systems revenue in our legacy business and currency effects.

Selling and administrative expenses, excluding severance and restructuring costs, were $541,169 in 2013, an increase of $55,884, or 11.5 percent, from 2012. The increase was primarily due to the addition of acquired businesses, acquisition transaction costs and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses.

Selling and administrative expenses as a percentage of sales increased to 35.1 percent in 2013 from 34.4 percent in 2012, due primarily to the acquired businesses and modest organic sales volume growth.

Severance and restructuring costs of $1,126 were recorded during 2013. Within the Adhesives Dispensing Systems segment, a restructuring program to optimize certain European operations resulted in costs of $315. Within the Advanced Technology Systems segment, restructuring initiatives that involved plant and facility consolidations and other programs resulted in severance costs of $811 in 2013.

Operating profit as a percentage of sales was 21.0 percent in 2013 compared to 23.8 percent in 2012. The decrease was primarily due to the dilutive effect of 2013 and 2012 acquisitions, as well as modest organic sales growth and higher selling and administrative expenses.

Segment operating margins in 2013 and 2012 were as follows:


Segment	2013			2012
Adhesive Dispensing Systems		25.7	%		30.9	%
Advanced Technology Systems		23.9	%		26.0	%
Industrial Coating Systems		14.5	%		12.4	%

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating margins. Operating margins for each segment were unfavorably impacted by a stronger dollar during 2013 as compared to 2012.

Operating profit as a percentage of sales for the Adhesive Dispensing Systems segment decreased to 25.7 percent in 2013 from 30.9 percent in 2012. The decrease was primarily due to the dilutive effect of 2013 and 2012 acquisitions.

Operating profit as a percentage of sales for the Advanced Technology Systems segment was 23.9 percent in 2013 compared to 26.0 percent in 2012. The decline was partially due to a higher mix of engineered systems serving mobile electronic device customers and incremental spending on initiatives that are intended to drive growth in future periods.

Operating profit as a percentage of sales for the Industrial Coating Systems segment was 14.5 percent in 2013 compared to 12.4 percent in 2012. The increase was primarily due to better absorption of fixed expenses, as well as the accretive effect of a 2012 acquisition.

Interest and other income (expense) — Interest expense in 2013 was $14,841, an increase of $3,688, or 33.1 percent, from 2012. The increase was due to higher borrowing levels resulting primarily from acquisitions in the second half of 2012 and 2013.

Other income in 2013 was $1,694 compared to $1,463 in 2012. Included in 2013 were the gain on sale of real estate in China of $2,106 and foreign currency losses of $2,214. The 2012 amount included a net gain of $713 on the sale of three facilities within the Adhesive Dispensing Systems segment and foreign currency losses of $1,016.

Income taxes — Income tax expense in 2013 was $89,306, or 28.7 percent of pre-tax income, as compared to $101,424, or 31.1 percent of pre-tax income in 2012.

The 2013 rate was impacted by a favorable adjustment to unrecognized tax benefits of $900 primarily related to expiration of certain foreign statutes of limitations. On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013 and extended certain other tax provisions. As a result, the Company’s income tax expense for 2013 includes a discrete tax benefit of $1,700 related to 2012.

The 2012 tax rate was impacted by a favorable adjustment related to our 2011 tax provision that reduced income taxes by $400, a favorable adjustment to deferred taxes related to a tax rate reduction in the United Kingdom that reduced income taxes by $175, and additional tax expense of $325 related to an adjustment of deferred taxes resulting from a tax rate reduction in Japan.

Net income (loss) — Net income was $221,817, or $3.42 per diluted share, in 2013, compared to net income of $224,829, or $3.45 per diluted share in 2012. This represented a 1.3 percent decrease in net income and a 0.9 percent decrease in diluted earnings per share.

Recently issued accounting standards — In September 2011, the FASB issued guidance amending the way companies test for goodwill impairment. Companies will have the option to first assess qualitative factors to determine the existence of events or circumstances that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, companies determine that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step impairment test is unnecessary. This guidance did not change our annual process for goodwill impairment testing or impact the financial statements.

In February 2013, the FASB issued an Accounting Standards Update (ASU) requiring new disclosures for reclassifications from accumulated other comprehensive income to net income. Companies are required to present these disclosures either on the face of the statement where net income is presented or in the notes to the consolidated financial statements. This guidance is effective for us beginning in the first quarter of 2014. It will only be a change in disclosure, so we do not believe the adoption of this ASU will have a material effect on the consolidated financial statements.

In July 2013, the FASB issued an ASU which requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carry forward that would apply in settlement of uncertain tax positions. Under the new standard, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carry forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of 2015, with early adoption permitted. We are currently assessing the impact this guidance will have on our consolidated financial statements.

2012 compared to 2011

Sales — Worldwide sales for 2012 were $1,409,578, an increase of 14.3 percent from 2011 sales of $1,233,159. Sales volume increased 16.4 percent, and unfavorable currency effects caused by the stronger U.S. dollar decreased sales by 2.1 percent. The volume increase consisted of 8.5 percent from acquisitions and 7.9 percent from organic growth. Three acquisitions were made during 2012: EDI Holdings, Inc. (EDI) and Xaloy Superior Holdings, Inc. (Xaloy), which were included within the Adhesive Dispensing Systems segment, and Sealant Equipment & Engineering, Inc. (SEE), which was included within the Industrial Coating Systems segment. Three acquisitions were made during 2011: Micromedics, Inc. (Micromedics) and Value Plastics, which were included within the Advanced Technology Systems segment, and Constructiewerkhuizen G. Verbruggen NV (Verbruggen), which was included within the Adhesive Dispensing Systems segment.

As used throughout this Form 10-K, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.

Sales of the Adhesive Dispensing Systems segment were $684,096 in 2012, an increase of $72,185, or 11.8 percent, from 2011 sales of $611,911. The increase was the result of a sales volume increase of 14.9 percent

offset by unfavorable currency effects that reduced sales by 3.1 percent. The sales volume increase consisted of 2.0 percent organic volume growth and 12.9 percent from acquisitions. Sales volume, inclusive of acquisitions, increased in all geographic regions and was particularly strong in the United States and Asia Pacific regions.

Sales of the Advanced Technology Systems segment were $515,992 in 2012, an increase of $78,760, or 18.0 percent, from 2011 sales of $437,232. The increase was the result of a sales volume increase of 18.9 percent offset by unfavorable currency effects that decreased sales by 0.9 percent. The sales volume increase consisted of 13.9 percent organic growth and 5.0 percent from acquisitions. Within the segment, volume increases occurred in all geographic regions, except Europe, and were most pronounced in Asia Pacific. Volume increases were driven by strong broad-based demand for dispensing and test and inspection in electronics end markets, especially for mobile device applications.

In 2012, sales of the Industrial Coating Systems segment were $209,490, an increase of $25,474, or 13.8 percent, from 2011 sales of $184,016. The increase was the result of a sales volume increase of 15.5 percent offset by unfavorable currency effects that reduced sales by 1.7 percent. The sales volume increase consisted of 13.3 percent organic growth and 2.2 percent from an acquisition. Sales volume increased in all geographic regions except the Americas and was most pronounced in the United States. The sales volume increase was driven by durable goods manufacturers’ demand for our coating and cold material system solutions.

Sales outside the United States accounted for 72.4 percent of our sales in 2012, versus 74.7 percent last year. On a geographic basis, sales in the United States were $388,904, an increase of 24.5 percent from 2011. The increase consisted of 8.2 percent organic volume and 16.3 percent from acquisitions. In the Americas region, sales were $109,074, up 6.9 percent from the prior year, with volume increasing 11.3 percent offset by unfavorable currency effects of 4.4 percent. The increase in sales volume consisted of 4.3 percent organic volume and 7.0 percent from acquisitions. Sales in Europe were $381,005 in 2012, a decrease of 2.4 percent from 2011. Sales volume increases of 3.6 percent were offset by unfavorable currency effects of 6.0 percent. The increase in sales volume consisted of a decline in organic volume of 3.1 percent offset by 6.7 percent from acquisitions. Sales in Japan for 2012 were $127,509, an increase of 14.9 percent from the prior year. The increase consisted of volume of 13.4 percent and favorable currency effects of 1.5 percent. The increase in sales volume consisted of 9.1 percent organic volume and 4.3 percent from acquisitions. In Asia Pacific, sales were $403,086, up 27.0 percent from 2011, with volume increasing 27.1 percent, partially offset by unfavorable currency effects of 0.1 percent. The increase in sales volume consisted of 22.2 percent organic volume and 4.9 percent from acquisitions.

It is estimated that the effect of pricing on total revenue was neutral relative to 2011.

Operating profit — Cost of sales, including those costs classified as restructuring, were $586,289 in 2012, up 21.0 percent from 2011. The increase compared to 2011 is primarily due to increased sales volume. Gross margin, expressed as a percentage of sales, decreased to 58.4 percent in 2012 from 60.7 percent in 2011. Gross profit in 2012 was negatively impacted by higher charges for short-term inventory purchase accounting valuation adjustments related to acquisitions and costs associated with the transfer of production and start-up activities related to our United States Adhesive Dispensing Systems plant consolidation initiative. The costs associated with the transfer of production and start-up activities were classified as “Cost of goods sold — restructuring” in the Consolidated Statement of Income. Other decreases in gross margin in 2012 were due primarily to the dilutive effect of acquired product lines and currency effects.

Selling and administrative expenses, excluding severance and restructuring costs, were $485,285 in 2012, an increase of $55,796, or 13.0 percent, from 2011. The increase was largely due to the addition of acquired businesses, acquisition transaction costs and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses. Selling and administrative expenses for 2011 included $3,120 related to a fee paid to withdraw from a multiemployer employee pension fund in Japan.

Selling and administrative expenses as a percentage of sales decreased to 34.4 percent in 2012 from 34.8 percent in 2011, due to the higher level of sales and the favorable effects of restructuring activities.

Within Advanced Technology Systems operations, a restructuring initiative in 2012 will result in the consolidation of a facility in Florida with a facility in California. Severance costs associated with this initiative will be approximately $530. Of that amount, $12 was recorded in 2012, with the remainder to be recorded in 2013.

Another restructuring initiative in 2012 within Industrial Coating Systems operations in Ohio resulted in $690 of severance costs. In 2011, restructuring initiatives within the Adhesive Dispensing Systems segment resulted in severance, moving costs and other termination fees of $1,822 in 2012 and $1,589 in 2011.

Operating profit as a percent of sales was 23.8 percent in 2012 compared to 25.6 percent in 2011. The decrease was primarily due to a lower gross margin, as noted above.

Segment operating margins in 2012 and 2011 were as follows:


Segment	2012			2011
Adhesive Dispensing Systems		30.9	%		34.4	%
Advanced Technology Systems		26.0	%		26.2	%
Industrial Coating Systems		12.4	%		14.8	%

Operating profit as a percent of sales for the Adhesive Dispensing Systems segment decreased to 30.9 percent in 2012 from 34.4 percent in 2011. The decrease was primarily due to lower gross margin related to charges for short-term purchase accounting and sales mix primarily related to acquired product lines. Operating profit in 2012 was also impacted by $2,040 of additional cost of sales related to a plant consolidation initiative completed in the second quarter and severance and moving costs of $1,822. Operating profit for 2011 included impairment losses of $1,811 on three facilities that were written down to their fair value and severance costs and other termination fees of $1,589.

Operating profit as a percent of sales for the Advanced Technology Systems segment was 26.0 percent in 2012 compared to 26.2 percent in 2011. Operating profit included charges for short-term purchase accounting of $2,213 in 2012 and $3,003 in 2011.

Operating profit as a percent of sales for the Industrial Coating Systems segment was 12.4 percent in 2012 compared to 14.8 percent in 2011. The decrease was primarily due to a lower gross margin related to large, engineered systems and charges of $1,367 for short-term purchase accounting.

Interest and other income (expense) — Interest expense in 2012 was $11,153, an increase of $6,084, or 120.0 percent, from 2011. The increase was due to higher borrowing levels resulting primarily from acquisitions in 2012 and the fourth quarter of 2011 and share repurchases.

Other income in 2012 was $1,463 compared to $3,518 in 2011. Included in these amounts were foreign currency losses of $1,016 in 2012 and gains of $2,200 in 2011. The 2012 amount also included a net gain of $713 on the sale of three facilities within the Adhesive Dispensing Systems segment.

Income taxes — Income tax expense in 2012 was $101,424, or 31.1 percent of pre-tax income, as compared to $92,197, or 29.3 percent of pre-tax income in 2011.

Income tax expense for 2011 includes a benefit of $2,027 from a reduction in unrecognized tax benefits, primarily related to settlements with tax authorities. In December 2010, enactment of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 provided retroactive reinstatement of a research credit. As a result, income tax expense for 2011 includes a tax benefit of $1,580 related to research credit generated in 2010.

Net income (loss) — Net income was $224,829, or $3.45 per diluted share, in 2012, compared to net income of $222,364, or $3.25 per diluted share in 2011. This represented a 1.1 percent increase in net income and a

6.2 percent increase in diluted earnings per share. The percentage increase in earnings per share is higher than the percentage change in net income due to a lower number of shares outstanding in the current year as a result of share purchases.

Liquidity and Capital Resources

Cash and cash equivalents increased $1,136 in 2013. Cash provided by operating activities was $268,376 in 2013, compared to $274,398 in 2012. The primary sources were net income adjusted for non-cash income and expenses and the tax benefit from the exercise of stock options, the sum of which was $287,378 in 2013, compared to $278,891 in 2012. Operating assets and liabilities used $19,002 of cash in 2013, compared to $4,493 in 2012. The primary reasons for the increase in the use of cash for operating assets and liabilities were higher inventory investment and lower accrued obligations and tax liabilities, partially offset by lower accounts receivable.

Cash used by investing activities was $220,545 in 2013, compared to $466,769 in 2012. The 2013 acquisitions of the Kreyenborg Group, certain assets from Kodama Chemical Industry Co., Ltd and certain assets from Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP used $176,333 of cash. The acquisitions of EDI, Xaloy and SEE in 2012 used cash of $443,864. Capital expenditures were $47,219 in 2013, up from $30,959 in the prior year. The increase in capital expenditures in 2013 was primarily due to the purchase of real estate and continued investments in our information system platform and production equipment. Cash proceeds of $3,847 in 2013 related primarily to sale of real estate in China. Cash proceeds of $6,120 from the sale of property, plant and equipment in 2012 related primarily to the sale of real estate in Norcross, Georgia. Cash of $2,213 was received in 2012 related to the sale of our UV Curing graphic arts and lamps product lines that occurred in June 2010.

Cash of $52,426 was used by financing activities in 2013, compared to cash provided by financing activities of $196,817 in 2012. Included in 2013 were net short and long-term borrowings of $15,747, compared to $314,554 in the prior year. The change was primarily due to lower expenditures for acquisitions (acquired businesses and assets) in 2013. Issuance of common shares related to employee benefit plans generated $6,018 of cash in 2013, up from $4,934 in 2012, and the tax benefit from stock option exercises was $5,531 in the current year, up from $4,792 in the prior year. These increases were the result of higher stock option exercises. In 2013, cash of $33,402 was used for the purchase of treasury shares, down from $88,455 in 2012. Dividend payments were $40,478 in 2013, up from $33,805 in 2012 due to an increase in the annual dividend to $0.63 per share from $0.525 per share.

The following is a summary of significant changes by balance sheet caption from October 31, 2012 to October 31, 2013. Receivables decreased $15,856 primarily due to lower sales in the fourth quarter of 2013 compared to the fourth quarter of 2012. The increase of $28,816 in inventories was primarily due to inventory held by the Kreyenborg Group, which was acquired in 2013. Net property, plant and equipment increased $26,048 primarily due to capital expenditures and acquisitions, partially offset by depreciation expense. Goodwill increased $126,394, due to acquisitions completed in 2013 that added $117,404 of goodwill, adjustments of $4,825 related to 2012 acquisitions and $4,165 from the effects currency translation. The increase in net other intangibles of $41,182 was due to $62,983 of intangibles added as a result of the 2013 acquisitions, partially offset by $22,672 of amortization. The increase of $5,203 in other assets was primarily the result of the Kreyenborg Group acquisition.

The decrease in notes payable of $46,397 was related to the scheduled repayment of a $50,000 short-term credit facility with PNC Bank. Accounts payable decreased $5,320, primarily due to the lower level of business activity in the fourth quarter of 2013 compared to the fourth quarter of 2012. The decrease in income taxes payable of $12,832 was largely due to the timing of required tax payments. The decrease of $6,848 in accrued liabilities was primarily due to the timing of donations to the Nordson Corporation Foundation and lower accruals for annual incentive compensation. The $7,447 increase in customer advanced payments was mostly due to acquired businesses. Current maturities of long-term debt decreased $44,836 as a result of the scheduled repayment of our $50,000 Prudential Senior note in February 2013, partially offset by a reclassification from long-term debt. The long-term debt increase of $110,117 reflects $129,058 borrowed under a Euro 100,000 agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd, partially offset by repayments of $8,450 under our revolving credit

agreement and the reclassification from long-term to current maturities mentioned above. The $57,645 decrease in long-term pension obligations was primarily the result of an increase in the discount rate for U.S. plans and contributions to the plans. Postretirement obligations decreased $10,057 primarily due to a decrease in the discount rate for the U.S. plan. Long-term deferred tax liabilities increased $53,818, primarily as a result of the tax effect of pension and postretirement amounts recorded in other comprehensive income, 2013 acquisitions and amortization of goodwill for tax purposes. The increase of $7,494 in other long-term liabilities was traced primarily to the Kreyenborg Group acquisition.

As of October 31, 2013, approximately 79 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in those operations. These undistributed earnings aggregated approximately $510,842 and $400,487 at October 31, 2013 and 2012, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset United States taxes due upon the distribution.

Contractual Obligations

The following table summarizes contractual obligations as of October 31, 2013:


Obligations	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt ⁽¹⁾	$	648,990	$	10,832	$	150,579	$	318,682	$	168,897
Interest payments on long-term debt ⁽¹⁾		50,817		7,922		13,878		11,973		17,044
Capital lease obligations ⁽²⁾		20,439		7,298		7,265		1,070		4,806
Operating leases ⁽²⁾		43,413		12,321		12,984		7,819		10,289
Notes payable ⁽³⁾		3,604		3,604		—		—		—
Contributions related to pension and postretirement benefits ⁽⁴⁾		23,900		23,900		—		—		—
Purchase obligations ⁽⁵⁾		44,875		44,786		89		—		—

Total obligations	$	836,038	$	110,663	$	184,795	$	339,544	$	201,036

(1) We have a $500,000 unsecured, multicurrency credit facility with a group of banks that expires in December 2016 and may be increased to $750,000 under certain conditions. At October 31, 2013, $254,000 was outstanding under this facility, compared to $262,450 outstanding at October 31, 2012. The weighted average interest rate for borrowings under this agreement was 1.06 percent at October 31, 2013. There are two primary financial covenants that must be met under this facility. The first covenant limits the amount of total indebtedness that can be incurred to 3.5 times consolidated trailing four-quarter EBITDA (both indebtedness and EBITDA as defined in the credit agreement). The second covenant requires consolidated trailing four-quarter EBITDA to be at least three times consolidated trailing four-quarter interest expense (both as defined in the credit agreement). At October 31, 2013, we were in compliance with all debt covenants, and the amount we could borrow under the credit facility would not have been limited by any debt covenants.

In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. This agreement contains customary events of default and covenants related to limitations

on indebtedness and the maintenance of certain financial ratios. At October 31, 2013, $63,889 was outstanding under this facility at a fixed rate of 2.21 percent per annum. Effective February 2013, the amount of the facility was increased from $150,000 to $175,000. We were in compliance with all covenants at October 31, 2013, and the amount we could borrow would not have been limited by any debt covenants.

In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27 percent and 3.13 percent. We were in compliance with all covenants at October 31, 2013.

In 2013, we entered into a € 100,000 agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. The term of the agreement is three years and can be extended by one year at the end of the third and fourth anniversaries. The interest rate is variable based upon the EUR LIBOR rate. At October 31, 2013, there was € 95,000 ($129,058) outstanding under this agreement, and the interest rate was 0.99 percent.

See Note 9 for additional information.

(2) See Note 10 for additional information.

(3) See Note 8 for additional information.

(4) Pension and postretirement plan funding amounts after 2014 will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. See Note 6 for additional information.

(5) Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded in our Consolidated Balance Sheet.

We believe that the combination of present capital resources, internally generated funds and unused financing sources are more than adequate to meet cash requirements for 2014. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.

Outlook

Our operating performance, balance sheet position, and financial ratios for 2013 remained strong relative to 2012 and recent years, although uncertainties persisted in global financial markets and the general economic environment. Going forward, we are well-positioned to manage our liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, and principal and interest payments on indebtedness. Primary sources of capital to meet these needs as well as other opportunistic investments are cash provided by operations and borrowings under our loan agreements. In 2013, cash from operations was 17 percent of revenue. With respect to borrowing under existing loan agreements, as of October 31, 2013, we had $246,000 available capacity under our five-year term, $500,000 unsecured, multicurrency credit facility. In addition, we had $111,111 borrowing capacity remaining on our $175,000 three-year Private Shelf agreement with New York Life Investment Management LLC. While these facilities provide the contractual terms for any borrowing, we cannot be assured that these facilities would be available in the event that these financial institutions failed to remain sufficiently capitalized.

Other loan agreements exist with no remaining borrowing capacity, but factor into debt covenant calculations that affect future borrowing capacity. On July 26, 2012, we entered into a note purchase agreement with a group of insurance companies under which we sold $200,000 of senior notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27 percent and 3.13 percent. As of October 31, 2013, we owe €95,000 on a €100,000 three-year term loan facility entered into on August 30, 2013, with the Bank of Tokyo Mitsubishi UFJ, Ltd. This loan facility bears interest at variable margin rates of 0.75 percent to 1.625 percent above EUR LIBOR.

Respective to all of these loans are two primary covenants, the leverage ratio that restricts indebtedness (net of cash) to a maximum 3.5 times consolidated four-quarter trailing EBITDA and the interest coverage ratio that requires four-quarter trailing EBITDA to be at minimum three times consolidated trailing four-quarter interest expense. (Debt, EBITDA, and interest expense are as defined in respective credit agreements.) With respect to these two primary covenants as of October 31, 2013, we were approximately 43 percent of the most restrictive leverage ratio

and approximately nine times the most restrictive interest coverage ratio. Unused borrowing capacity under existing loan agreements would amount to an additional 24 percent of the most restrictive leverage ratio.

We move forward with caution regarding expectations for 2014, given persistent uncertainties related, for example, to the Eurozone’s economic recovery, US deficit reduction issues, prospects for growth in emerging markets, and expectations for global GDP improvement out of a low-growth macroeconomic environment. Though the pace of improvement in the global economy remains somewhat unclear, our growth potential has been demonstrated over time from our capacity to build and enhance our core by entering emerging markets and pursuing market adjacencies. We drive value for our customers through our application expertise, differentiated technology, and direct sales and service support. Our priorities also focus on operational improvements by employing continuous improvement methodologies to our business processes. We expect these efforts will continue to provide more than sufficient cash from operations for meeting our liquidity needs and paying dividends to common shareholders, as well as enabling us to invest in the development of new applications and markets for our technologies and pursue strategic acquisition opportunities. For 2009 — 2013, excluding voluntary contributions to US defined benefit plans in 2010, cash from operations have been 17 to 21 percent of revenues, resulting in more than sufficient cash for our ordinary business requirements. Our available borrowing capacity will enable us to make opportunistic investments in our own common shares and strategic business combinations.

With respect to contractual spending, the table above presents our financial obligations as $836,038 of which $110,663 is payable in 2014. As of August 14, 2013, we have in place a stock repurchase program approved by the board of directors and authorizing management at its discretion to repurchase shares up to $200,000. As of October 31, 2013, we have $196,031 remaining under this authorization. The repurchase program is funded using cash from operations and proceeds from borrowings under our credit facilities. Timing and actual number of shares subject to repurchase are contingent on a number of factors including levels of cash generation from operations, cash requirements for acquisitions, repayment of debt and our share price. Capital expenditures for 2014 will be focused primarily upon our continued efforts to leverage our information systems platform and invest in projects that improve both capacity and efficiency of manufacturing and distribution operations.

Effects of Foreign Currency

The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.

In 2013, as compared with 2012, the United States dollar was generally stronger against foreign currencies. If 2012 exchange rates had been in effect during 2013, sales would have been approximately $5,322 higher and third-party costs would have been approximately $1,607 higher. In 2012, as compared with 2011, the United States dollar was generally stronger against foreign currencies. If 2011 exchange rates had been in effect during 2012, sales would have been approximately $26,386 higher and third-party costs would have been approximately $16,015 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Inflation

Inflation affects profit margins as the ability to pass cost increases on to customers is restricted by the need for competitive pricing. Although inflation has been modest in recent years and has had no material effect on the years covered by these financial statements, we continue to seek ways to minimize the impact of inflation through focused efforts to increase productivity.

Trends

The Five-Year Summary in Item 6 documents our historical financial trends. Over this period, the world’s economic conditions fluctuated significantly. Our solid performance is attributed to our participation in diverse geographic and industrial markets and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Form 10-K, particularly “Management’s Discussion and Analysis,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this 10-K that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause our actual results to differ materially from the expected results are discussed in Item 1A, Risk Factors.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. As a result of the use of foreign exchange contracts on a routine basis to reduce the risks related to most of our transactions denominated in foreign currencies, as of October 31, 2013, we did not have material foreign currency exposure.

Note 13 to the financial statements contains additional information about our foreign currency transactions and the methods and assumptions used to record these transactions.

A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.

The tables that follow present principal repayments and weighted-average interest rates on outstanding borrowings of fixed-rate debt.

At October 31, 2013

2014

2015

2016

2017

2018

Thereafter

Total
Value

Fair
Value

Annual repayments of long-term debt

10,832

10,757

10,763

38,095

26,587

168,897

265,931

253,845

Average interest rate on total borrowings outstanding during the year

2.8

2.9

3.0

2.8

At October 31, 2012


	2013			2014			2015			2016			2017			Thereafter			Total Value			Fair Value
Annual repayments of long-term debt	$	55,668			$10,671		$	10,675		$	10,679		$	38,082		$	195,484		$	321,259		$	322,174
Average interest rate on total borrowings outstanding during the year		3.1	%		2.8	%		2.8	%		2.8	%		2.8	%		2.9	%		3.1	%

We also have variable-rate notes payable and long-term debt. The weighted average interest rate of this debt was 1.0 percent at October 31, 2013 and 1.1 percent at October 31, 2012. A one percent increase in interest rates would have resulted in additional interest expense of approximately $3,464 on the variable rate notes payable and long-term debt in 2013.

Item 8.

Financial Statements and Supplementary Data

Consolidated Statements of Income


Years ended October 31, 2013, 2012 and 2011	2013			2012			2011
(In thousands except for per-share amounts)
Sales	$	1,542,921		$	1,409,578		$	1,233,159
Operating costs and expenses:
Cost of sales		676,777			584,249			484,727
Cost of sales — restructuring		—			2,040			—
Selling and administrative expenses		541,169			485,285			429,489
Severance and restructuring costs		1,126			2,524			1,589
Long-lived asset impairments		—			—			1,811

		1,219,072			1,074,098			917,616

Operating profit		323,849			335,480			315,543
Other income (expense):
Interest expense		(14,841	)		(11,153	)		(5,069	)
Interest and investment income		421			463			569
Other — net		1,694			1,463			3,518

		(12,726	)		(9,227	)		(982	)

Income before income taxes		311,123			326,253			314,561
Income tax provision:
Current		84,184			91,596			91,481
Deferred		5,122			9,828			716

		89,306			101,424			92,197

Net income	$	221,817		$	224,829		$	222,364

Average common shares		64,214			64,407			67,616
Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation		694			696			809

Average common shares and common share equivalents		64,908			65,103			68,425

Basic earnings per share	$	3.45		$	3.49		$	3.29
Diluted earnings per share	$	3.42		$	3.45		$	3.25
Dividends declared per common share	$	0.63		$	0.525		$	0.44

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Statements of Comprehensive Income


Years ended October 31, 2013, 2012 and 2011	2013			2012			2011
(In thousands)
Net income	$	221,817		$	224,829		$	222,364
Components of other comprehensive income (loss), net of tax:
Translation adjustments		465			(10,806	)		562
Pension and postretirement benefit plans:
Prior service (cost) credit arising during the year		(1,050	)		2,142			714
Net actuarial gain (loss) arising during the year		38,149			(23,829	)		(20,966	)
Amortization of prior service cost		(375	)		(183	)		(300	)
Amortization of actuarial loss		9,657			7,899			6,284
Settlement loss recognized		—			563			—

Total pension and postretirement benefit plans		46,381			(13,408	)		(14,268	)

Total other comprehensive income (loss)		46,846			(24,214	)		(13,706	)

Total comprehensive income	$	268,663		$	200,615		$	208,658

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Balance Sheets


October 31, 2013 and 2012	2013			2012
(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	42,375		$	41,239
Marketable securities		—			279
Receivables — net		308,707			324,563
Inventories — net		198,401			169,585
Deferred income taxes		29,354			29,929
Prepaid expenses		21,733			21,028

Total current assets		600,570			586,623
Property, plant and equipment — net		200,979			174,931
Goodwill		939,211			812,817
Intangible assets — net		269,073			227,891
Other assets		32,456			27,253

	$	2,042,289		$	1,829,515

Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	3,604		$	50,001
Accounts payable		62,123			67,443
Income taxes payable		14,522			27,354
Accrued liabilities		110,528			117,376
Customer advance payments		28,341			20,894
Current maturities of long-term debt		10,832			55,668
Current obligations under capital leases		5,521			4,948

Total current liabilities		235,471			343,684
Long-term debt		638,158			528,041
Obligations under capital leases		10,112			10,945
Pension obligations		103,754			161,399
Postretirement obligations		59,794			69,851
Deferred income taxes		79,977			26,159
Other liabilities		27,160			19,666
Shareholders’ equity:
Preferred shares, no par value; 10,000 shares authorized; none issued		—			—
Common shares, no par value; 160,000 shares authorized; 98,023 shares issued at October 31, 2013 and 2012		12,253			12,253
Capital in excess of stated value		304,549			287,581
Retained earnings		1,362,584			1,181,245
Accumulated other comprehensive loss		(57,380	)		(104,226	)
Common shares in treasury, at cost		(734,143	)		(707,083	)

Total shareholders’ equity		887,863			669,770

	$	2,042,289		$	1,829,515

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Statements of Shareholders’ Equity


Years ended October 31, 2013, 2012 and 2011	2013			2012			2011
(In thousands)
Number of common shares in treasury
Balance at beginning of year		33,766			32,422			30,152
Shares issued under company stock and employee benefit plans		(468	)		(571	)		(936	)
Purchase of treasury shares		507			1,915			3,206

Balance at end of year		33,805			33,766			32,422

Common shares
Balance at beginning and ending of year	$	12,253		$	12,253		$	12,253

Capital in excess of stated value
Balance at beginning of year	$	287,581		$	272,928		$	255,595
Shares issued under company stock and employee benefit plans		(325	)		(504	)		1,564
Tax benefit from stock option and restricted stock transactions		5,531			4,792			6,924
Stock-based compensation		11,762			10,365			8,845

Balance at end of year	$	304,549		$	287,581		$	272,928

Retained earnings
Balance at beginning of year	$	1,181,245		$	990,221		$	797,695
Net income		221,817			224,829			222,364
Dividends paid ($.63 per share in 2013, $.525 per share in 2012, and $.44 per share in 2011)		(40,478	)		(33,805	)		(29,838	)

Balance at end of year	$	1,362,584		$	1,181,245		$	990,221

Accumulated other comprehensive income (loss)
Balance at beginning of year	$	(104,226	)	$	(80,012	)	$	(66,306	)
Translation adjustments		465			(10,806	)		562
Settlement loss recognized, net of tax of $(331)		—			563			—
Net prior service cost arising during the year, net of tax of $840 in 2013, $(1,078) in 2012 and $(315) in 2011		(1,425	)		1,959			414
Net actuarial gain (loss) arising during the year, net of tax of $(28,644) in 2013, $7,791 in 2012 and $9,002 in 2011		47,806			(15,930	)		(14,682	)

Balance at end of year	$	(57,380	)	$	(104,226	)	$	(80,012	)

Common shares in treasury, at cost
Balance at beginning of year	$	(707,083	)	$	(624,067	)	$	(494,165	)
Shares issued under company stock and employee benefit plans		6,490			7,762			13,315
Purchase of treasury shares		(33,550	)		(90,778	)		(143,217	)

Balance at end of year	$	(734,143	)	$	(707,083	)	$	(624,067	)

Total shareholders’ equity	$	887,863		$	669,770		$	571,323

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Statements of Cash Flows


Years ended October 31, 2013, 2012 and 2011	2013			2012			2011
(In thousands)
Cash flows from operating activities:
Net income	$	221,817		$	224,829		$	222,364
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		31,766			24,469			20,758
Amortization		22,672			14,521			8,018
Long-lived asset impairments		—			—			1,811
Provision for losses on receivables		889			710			977
Deferred income taxes		5,122			9,828			716
Tax benefit from the exercise of stock options		(5,531	)		(4,792	)		(6,924	)
Non-cash stock compensation		11,762			10,365			8,845
(Gain)/loss on sale of property, plant and equipment		(1,879	)		(638	)		362
Other non-cash		760			(401	)		(1,519	)
Changes in operating assets and liabilities:
Receivables		19,971			(49,595	)		(4,474	)
Inventories		(10,741	)		171			(14,666	)
Prepaid expenses		(75	)		(1,201	)		(1,619	)
Other noncurrent assets		(5,898	)		(1,290	)		875
Accounts payable		(2,549	)		4,882			4,389
Income taxes payable		(8,552	)		18,855			(1,993	)
Accrued liabilities		(19,130	)		12,923			3,263
Customer advance payments		(839	)		2,124			(2,382	)
Other noncurrent liabilities		7,195			12,156			12,035
Other		1,616			(3,518	)		(4,109	)

Net cash provided by operating activities		268,376			274,398			246,727
Cash flows from investing activities:
Additions to property, plant and equipment		(47,219	)		(30,959	)		(20,239	)
Proceeds from sale of property, plant and equipment		3,847			6,120			161
Proceeds from sale of product lines		—			2,213			—
Acquisition of businesses, net of cash acquired		(176,333	)		(443,864	)		(292,980	)
Investment in equity affiliate		(1,116	)		—			—
Proceeds from sale of (purchases of) marketable securities		276			(279	)		7,552

Net cash used in investing activities		(220,545	)		(466,769	)		(305,506	)
Cash flows from financing activities:
Proceeds from short-term borrowings		5,036			250,001			190
Repayment of short-term borrowings		(51,505	)		(200,033	)		(2,361	)
Proceeds from long-term debt		270,283			401,175			1,039,800
Repayment of long-term debt		(208,067	)		(136,589	)		(830,937	)
Repayment of capital lease obligations		(5,842	)		(5,203	)		(4,738	)
Issuance of common shares		6,018			4,934			9,652
Purchase of treasury shares		(33,402	)		(88,455	)		(137,989	)
Tax benefit from the exercise of stock options		5,531			4,792			6,924
Dividends paid		(40,478	)		(33,805	)		(29,838	)

Net cash provided by (used in) financing activities		(52,426	)		196,817			50,703
Effect of exchange rate changes on cash		5,731			(615	)		3,155

Increase (decrease) in cash and cash equivalents		1,136			3,831			(4,921	)
Cash and cash equivalents at beginning of year		41,239			37,408			42,329

Cash and cash equivalents at end of year	$	42,375		$	41,239		$	37,408

The accompanying notes are an integral part of the consolidated financial statements.

Notes to Consolidated Financial Statements

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

Unless otherwise noted, all references to years relate to our fiscal year.

Note 1 — Significant accounting policies

Consolidation — The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50 percent or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual amounts could differ from these estimates.

Presentation — Certain amounts for 2012 have been reclassified to conform to 2013 presentation.

Fiscal year — Our fiscal year is November 1 through October 31.

Revenue recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and title and risk of loss have passed to the customer.

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2013, 2012 and 2011 were not material.

Shipping and handling costs — Amounts billed to customers for shipping and handling are recorded as revenue. Shipping and handling expenses are included in cost of sales.

Advertising costs — Advertising costs are expensed as incurred and were $12,480, $10,935 and $9,008 in 2013, 2012 and 2011, respectively.

Research and development — Research and development costs are expensed as incurred and were $47,973, $36,535 and $26,997 in 2013, 2012 and 2011, respectively.

Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. No options for common shares were excluded from the 2013 diluted earnings per share calculation. Options for 75 and 71 common shares were excluded from the diluted earnings per share calculation in 2012 and 2011, respectively, because their effect would have been anti-dilutive. Under the long-term incentive plan, executive officers and

Notes to Consolidated Financial Statements — (Continued)

selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

Cash and cash equivalents — Highly liquid instruments with maturities of 90 days or less at date of purchase are considered to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Allowance for doubtful accounts — An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. The amount of the allowance is determined principally on the basis of past collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it becomes evident that collection will not occur.

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2013, and 24 percent at October 31, 2012. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $6,797 and $6,810 higher than reported at October 31, 2013 and October 31, 2012, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories.

Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, in the case of property under capital leases, over the terms of the leases. Leasehold improvements are depreciated over the shorter of the lease term or their useful lives. Useful lives are as follows:


Land improvements			15-25 years
Buildings			20-40 years
Machinery and equipment			3-12 years
Enterprise management systems			5-13 years

Depreciation expense is included in cost of sales and selling and administrative expenses.

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All re-engineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2013, 2012 or 2011.

Goodwill and intangible assets — Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. The majority of goodwill relates to and is assigned directly to specific reporting units. Goodwill is not amortized but is subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets.

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, noncompete agreements, and trade names, are amortized over their useful lives on a straight-line basis. At October 31, 2013, the weighted average useful lives for each major category of amortizable intangible assets were:


Patent/technology costs			14 years
Customer relationships			18 years
Noncompete agreements			5 years
Trade names			16 years

Notes to Consolidated Financial Statements — (Continued)

Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income. Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in accumulated other comprehensive income (loss).

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2013 and 2012 consisted of:


	2013			2012
Translation adjustments	$	26,699		$	26,234
Pension and postretirement benefit plan adjustments		(84,079	)		(130,460	)

	$	(57,380	)	$	(104,226	)

Warranties — Our standard warranty program provides for repair or replacement of defective products within a specified time period (generally one year) measured from the date of delivery or first use. The estimate for future warranty-related costs is calculated based on actual historical return rates. Based on analysis of return rates and other factors, warranty provisions are adjusted as necessary. The liability for warranty costs is included in other accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for 2013 and 2012:


	2013			2012
Balance at beginning of year	$	8,929		$	6,723
Accruals for warranties		7,891			5,430
Warranty assumed from acquisitions		947			2,252
Warranty payments		(8,356	)		(5,307	)
Currency adjustments		(2	)		(169	)

Balance at end of year	$	9,409		$	8,929

Note 2 — Recently issued accounting standards

In September 2011, the Financial Accounting Standards Board (FASB) issued guidance amending the way companies test for goodwill impairment. Companies will have the option to first assess qualitative factors to determine the existence of events or circumstances that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, companies determine that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step impairment test is unnecessary. This guidance did not change our annual process for goodwill impairment testing or impact the financial statements.

Notes to Consolidated Financial Statements — (Continued)

forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of 2015, with early adoption permitted. We are currently assessing the impact this guidance will have on our consolidated financial statements.

Note 3 — Acquisitions

Business acquisitions have been accounted for as purchases, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results since the respective dates of acquisitions are included in the Consolidated Statement of Income.

2013 acquisitions

On November 8, 2012, we purchased certain assets of Kodama Chemical Industry Co., Ltd., a Japanese licensed distributor of EDI Holdings, Inc, (EDI), that we had previously acquired in 2012. This operation provides die sales to extrusion processors, web converters, and OEMs in Japan and Taiwan and carries out final manufacturing steps on new equipment to enhance die performance and accommodate local requirements. The acquisition date fair value was $1,335, which consisted of cash transferred of $1,231 and a holdback liability of $104. Based on the fair value of the assets acquired and the liabilities assumed, identifiable intangible assets of $912 were recorded. The identifiable intangible assets consist primarily of $847 of customer relationships that are being amortized over nine years and $65 of technology being amortized over nine years. This operation is being reported in our Adhesive Dispensing Systems segment.

On August 30, 2013, we purchased 100 percent of the outstanding shares of Münster, Germany based Kreyenborg Group’s Kreyenborg GmbH and BKG Bruckmann & Kreyenborg Granuliertechnik GmbH (“the Kreyenborg Group”). The Kreyenborg Group broadens our existing offering of screen changers, pumps and valves, critical components in the polymer processing melt stream for extrusion processes, and expands the product portfolio to include pelletizers, the key component in polymer compounding, recycling and related processes. The acquired companies employ approximately 270 people, have additional operations in Shanghai, China, Kuala Lumpur, Malaysia and Georgia, USA, and are being reported in our Adhesive Dispensing Systems segment. We acquired the Kreyenborg Group for an aggregate purchase price of $169,994, net of cash acquired of $22,913 and debt assumed of $391. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $115,103 and identifiable intangible assets of $60,021 were recorded. The identifiable intangible assets consist primarily of $42,306 of customer relationships (amortized over 15 years), $15,336 of technology (amortized over 15 years) and $1,851 of tradenames related to BKG (amortized over 10 years). Goodwill associated with this acquisition is not tax deductible.

On September 27, 2013 we purchased certain assets of Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP (“Nellcor”) to be used by our Value Plastics operation. The fair value on the date of acquisition was $5,500, consisting solely of cash. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $2,301, property, plant and equipment of $1,149, technology of $740 (amortized over 10 years) and customer relationships of $1,310 (amortized over 25 years) were recorded. Goodwill associated with this acquisition is not tax deductible. Value Plastics is reported in our Advanced Technology Systems segment.

As of October 31, 2013, the purchase price allocations remain preliminary as we complete our assessments of property, plant and equipment, intangible assets, deferred taxes and certain reserves.

2012 acquisitions

On June 14, 2012, we acquired 100 percent of the outstanding shares of EDI Holdings, Inc. (EDI), a provider of slot coating and flat polymer extrusion dies for plastic processors and web converters headquartered in Chippewa Falls, Wisconsin. EDI is being reported in our Adhesive Dispensing Systems segment. As of October 31, 2013, the purchase price allocations remain preliminary as we complete over assessments of property, intangible assets, deferred taxes and certain reserves.

Notes to Consolidated Financial Statements — (Continued)

On June 21, 2012, we acquired 100 percent of the outstanding shares of Xaloy Superior Holdings, Inc. (Xaloy), a manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry headquartered in New Castle, Pennsylvania. Xaloy is being reported in our Adhesive Dispensing Systems segment.

On August 1, 2012 we acquired 100 percent of the outstanding shares of Sealant Equipment & Engineering, Inc. (SEE), a manufacturer of precision dispense systems and fluid dispense valves headquartered in Plymouth, Michigan. SEE is being reported in our Industrial Coating Systems segment.

These acquisitions were not individually material, but in the aggregate they must be disclosed pursuant to the business combinations guidance. The total purchase price of these acquisitions was allocated to the underlying assets acquired and liabilities assumed based upon management’s estimated fair values at the dates of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. The following table summarizes the combined purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed at the transaction dates.


Fair values:
Current assets	$	70,391
Non-current assets		58,275
Intangible assets subject to amortization		122,216
Goodwill		271,501
Current liabilities		(31,426	)
Non-current liabilities		(34,059	)

		456,898
Less cash acquired		(8,403	)

Purchase price	$	448,495

The intangible assets consist of customer lists of $48,350, which are being amortized over a weighted average life of nine years; technology assets of $25,740 which are being amortized over a weighted average life of 15 years; trade names of $43,710 which are being amortized over a weighted average life of 15 years; and non-compete agreements of $4,416, which are being amortized over a weighted average life of two years. The goodwill of $24,058 associated with the SEE acquisition is tax deductible, and none of the goodwill associated with the EDI and Xaloy acquisitions is tax deductible. However, there is $11,000 of goodwill related to their previous acquisitions that is tax deductible.

The following unaudited pro forma financial information for 2012 and 2011 assumes the acquisitions above occurred as of the beginning of 2011, after giving effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition debt and income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisitions been affected on the date indicated, nor are they necessarily indicative of our future results of operations.


	2012		2011
Sales	$	1,537,251	$	1,429,798
Net income	$	234,092	$	225,867
Basic earnings per share	$	3.63	$	3.34
Diluted earnings per share	$	3.60	$	3.30

Notes to Consolidated Financial Statements — (Continued)

Proforma results for 2011 were adjusted to include $2,109 of acquisition-related expenses and $4,589 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. Proforma results for 2012 were adjusted to exclude $2,109 of acquisition-related expenses and $4,589 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. Proforma results for 2011 and 2012 includes $13,159 and $11,713 of pretax amortization expense related to intangible assets.

2011 acquisitions

On August 26, 2011, we acquired 100 percent of the outstanding shares of Value Plastics, a leading designer and manufacturer of precision engineered, plastic molded, single-use fluid connection components headquartered in Fort Collins, Colorado. Value Plastics’ products are used primarily in critical flow control applications for healthcare and medical device markets. Cash, and proceeds from our revolving loan agreement and private shelf facility with NYLIM, were used for the purchase. Value Plastics supports our strategic objective of building upon our medical and life sciences platform and complements our growing positions in biomaterial delivery devices and medical device assembly. Our global reach and infrastructure will provide opportunities to leverage the business’ profitable growth beyond its primary domestic markets served and into general industrial markets.

The allocation of purchase price is shown in the table below.


Fair values:
Assets acquired	$	27,101
Liabilities assumed		(19,288	)
Intangible assets subject to amortization		74,720
Goodwill		178,954

		261,487
Less cash acquired		(3,108	)

Purchase price	$	258,379

The intangible assets include customer relationships of $40,400 being amortized over 25 years, technology and know-how of $18,500 being amortized over 15 years, a trade name asset of $15,400 being amortized over 20 years and a non-compete agreement of $420 being amortized over two years. None of the goodwill associated with the Value Plastics acquisition is tax deductible; however, they had $15,600 of existing goodwill related to a previous acquisition that is tax deductible.

The following unaudited pro forma financial information for 2011 assumes the acquisition occurred as of the beginning of 2010, after giving effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition debt and income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisition of Value Plastics been affected on the date indicated, nor are they necessarily indicative of our future results of operations.


Sales	$	1,259,127
Net income	$	224,934
Basic earnings per share	$	3.33
Diluted earnings per share	$	3.29

Proforma results were adjusted to exclude $375 of acquisition-related expenses and $2,401 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. Proforma results include $3,829 of pretax amortization expense related to Value Plastics’ intangible assets.

Notes to Consolidated Financial Statements — (Continued)

Other 2011 acquisitions — On November 1, 2010, we acquired 100 percent of the outstanding shares of Micromedics, an Eagan, Minnesota company that is a leader in applying and dispensing biomaterials for controlling bleeding, healing wounds and other related medical procedures. The acquisition date fair value of the consideration transferred, which consisted solely of cash, was $21,296. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $13,312 and identifiable intangible assets of $7,500 were recorded, of which customer relationships is the primary asset valued at $4,550 and amortized over 10 years. Goodwill associated with this acquisition is not tax deductible. Micromedics is being reported in our Advanced Technology Systems segment.

On June 30, 2011, we acquired 100 percent of the outstanding shares of Verbruggen, a Belgium manufacturer of flat dies and coextrusion equipment for the multi-layer flexible packaging industry. The acquisition date fair value of the consideration transferred, which consisted solely of cash, was $13,305. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $8,461 and identifiable intangible assets of $4,017 were recorded, of which customer relationships is the primary asset valued at $2,900 and amortized over 11 years. Goodwill associated with this acquisition is not tax deductible. Verbruggen is being reported in our Adhesive Dispensing Systems segment.

Assuming the Micromedics and Verbruggen acquisitions had taken place at the beginning of 2011, pro-forma results would not have been materially different.

Notes to Consolidated Financial Statements — (Continued)

Note 4 — Details of balance sheet


	2013			2012
Receivables:
Accounts	$	292,469		$	308,604
Notes		9,467			13,797
Other		11,036			5,938

		312,972			328,339
Allowance for doubtful accounts		(4,265	)		(3,776	)

	$	308,707		$	324,563

Inventories:
Raw materials and component parts	$	81,943		$	71,189
Work-in-process		34,756			22,159
Finished goods		115,078			103,552

		231,777			196,900
Obsolescence and other reserves		(26,579	)		(20,505	)
LIFO reserve		(6,797	)		(6,810	)

	$	198,401		$	169,585

Property, plant and equipment:
Land	$	10,383		$	8,533
Land improvements		3,849			3,424
Buildings		127,178			125,338
Machinery and equipment		294,374			257,229
Enterprise management system		43,983			43,335
Construction-in-progress		21,251			10,110
Leased property under capitalized leases		26,838			23,842

		527,856			471,811
Accumulated depreciation and amortization		(326,877	)		(296,880	)

	$	200,979		$	174,931

Accrued liabilities:
Salaries and other compensation	$	44,561		$	46,930
Pension and retirement		720			1,435
Taxes other than income taxes		5,570			6,192
Other		59,677			62,819

	$	110,528		$	117,376

Notes to Consolidated Financial Statements — (Continued)

Note 5 — Goodwill and intangible assets

We account for goodwill and other intangible assets in accordance with the provisions of ASC 350 and account for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the entities acquired are recorded at their estimated fair values at the acquisition date. Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We assess the fair value of reporting units on a non-recurring basis using a combination of two valuation methods, a market approach and an income approach, to estimate the fair value of our reporting units. The implied fair value of our reporting units is determined based on significant unobservable inputs; accordingly, these inputs fall within Level 3 of the fair value hierarchy.

Our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment.

The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we calculate a fair value using a discounted cash flow valuation methodology and compare the result against the carrying value for net assets of each reporting unit. Indications of value derived for each reporting unit using the market approach are corroborated with the results of the discounted cash flow approach. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. In the second step, a hypothetical purchase price allocation of the reporting unit’s assets and liabilities is performed using the fair value calculated in step one. The difference between the fair value of the reporting unit and the hypothetical fair value of assets and liabilities is the implied goodwill amount. Impairment is recorded if the carrying value of the reporting unit’s goodwill is higher than its implied goodwill. Based upon results of step one in 2013, 2012 and 2011, the second step of the goodwill impairment test was not necessary.

We acquired the Kreyenborg Group on August 30, 2013 and certain assets from Nellcor on September 27, 2013. Determination of the preliminary goodwill associated with these acquisitions was completed with the assistance of independent valuation specialists in October 2013. Since the dates of the valuations, no events or changes in circumstances have occurred that would more likely than not reduce the fair value of these acquisitions below their carrying values.

Changes in the carrying amount of goodwill during 2013 by operating segment follow:


	Adhesive Dispensing Systems		Advanced Technology Systems		Industrial Coating Systems		Total
Balance at October 31, 2012	$	284,411	$	505,159	$	23,247	$	812,817
Acquisitions		115,103		2,301		—		117,404
Adjustments		4,014		—		811		4,825
Currency effect		3,741		424		—		4,165

Balance at October 31, 2013	$	407,269	$	507,884	$	24,058	$	939,211

The adjustments to goodwill for the Adhesive Dispensing Systems segment resulted from changes to the purchase price and finalization of the purchase price allocations of EDI and Xaloy. The adjustments to goodwill for the Industrial Coating Systems segment resulted from changes to the purchase price and purchase price allocation of SEE.

Accumulated impairment losses, which were recorded in 2009, were $232,789 at October 31, 2013 and October 31, 2012. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

Notes to Consolidated Financial Statements — (Continued)

Information regarding intangible assets subject to amortization follows:

October 31, 2013

Carrying
Amount

Accumulated
Amortization

Net Book Value

Customer relationships

171,489

28,872

142,617

Patent/technology costs

85,414

21,145

64,269

Trade name

67,865

7,856

60,009

Noncompete agreements

9,965

8,091

1,874

Other

1,400

1,096

304

Total

336,133

67,060

269,073


	October 31, 2012
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	126,086	$	18,167	$	107,919
Patent/technology costs		68,892		15,678		53,214
Trade name		65,911		3,716		62,195
Noncompete agreements		9,337		5,234		4,103
Other		1,432		972		460

Total	$	271,658	$	43,767	$	227,891

Amortization expense for 2013 and 2012 was $22,672 and $14,521, respectively.

Estimated amortization expense for each of the five succeeding years follows:


Year	Amounts
2014	$	24,641
2015	$	23,242
2016	$	22,324
2017	$	21,951
2018	$	21,766

Note 6 — Retirement, pension and other postretirement plans

Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2013, 2012 and 2011 was approximately $12,955, $10,827 and $8,594, respectively.

Pension plans — We have various pension plans covering a portion of our United States and international employees. Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. Actuarially determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements. We also sponsor an unfunded supplemental pension plan for certain employees. International subsidiaries fund their pension plans according to local requirements.

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for pension plans is as follows:


	United States						International
	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation at beginning of year	$	326,792		$	268,949		$	83,433		$	71,361
Service cost		8,896			7,488			2,098			1,504
Interest cost		12,314			12,137			2,872			3,002
Participant contributions		—			—			132			133
Plan amendments		1,667			(3,199	)		—			—
Addition of plans from business combination		—			14,935			—			—
Foreign currency exchange rate change		—			—			(279	)		(2,000	)
Actuarial (gain) loss		(40,996	)		36,852			(54	)		11,934
Benefits paid		(8,957	)		(10,370	)		(2,659	)		(2,501	)

Benefit obligation at end of year	$	299,716		$	326,792		$	85,543		$	83,433

Change in plan assets:
Beginning fair value of plan assets	$	214,128		$	184,701		$	34,217		$	32,167
Actual return on plan assets		20,951			22,088			2,102			1,283
Company contributions		17,384			9,060			3,501			3,492
Participant contributions		—			—			132			133
Addition of plans from business combination		—			8,649			—			—
Foreign currency exchange rate change		—			—			(215	)		(357	)
Benefits paid		(8,957	)		(10,370	)		(2,659	)		(2,501	)

Ending fair value of plan assets	$	243,506		$	214,128		$	37,078		$	34,217

Funded status at end of year	$	(56,210	)	$	(112,664	)	$	(48,465	)	$	(49,216	)

Amounts recognized in financial statements:
Noncurrent asset	$	—		$	—		$	22		$	144
Accrued benefit liability		(938	)		(620	)		(5	)		(5	)
Long-term pension and retirement obligations		(55,272	)		(112,044	)		(48,482	)		(49,355	)

Total amount recognized in financial statements	$	(56,210	)	$	(112,664	)	$	(48,465	)	$	(49,216	)

Notes to Consolidated Financial Statements — (Continued)


	United States					International
	2013		2012			2013			2012
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial loss	$	93,537	$	154,238		$	24,392		$	26,310
Prior service cost (credit)		4		(1,506	)		(798	)		(1,080	)

Accumulated other comprehensive loss	$	93,541	$	152,732		$	23,594		$	25,230

Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial loss	$	8,260	$	13,943		$	1,531		$	1,418
Amortization of prior service cost (credit)		237		157			(82	)		(96	)

Total	$	8,497	$	14,100		$	1,449		$	1,322

The following table summarizes the changes in accumulated other comprehensive (gain) loss:


	United States						International
	2013			2012			2013			2012
Balance at beginning of year	$	152,732		$	138,962		$	25,230		$	13,736
Net (gain) loss arising during the year		(46,707	)		29,877			(642	)		12,197
Prior service cost (credit) arising during the year		1,668			(3,199	)		—			—
Net gain (loss) recognized during the year		(13,995	)		(11,672	)		(1,406	)		(564	)
Prior service (cost) credit recognized during the year		(157	)		(342	)		81			97
Settlement loss		—			(894	)		—			—
Exchange rate effect during the year		—			—			331			(236	)

Balance at end of year	$	93,541		$	152,732		$	23,594		$	25,230

Information regarding the accumulated benefit obligation is as follows:

United States

International

2013

2012

2013

2012

For all plans:

Accumulated benefit obligation

291,310

316,080

67,647

65,725

For plans with benefit obligations in excess of plan assets:

Projected benefit obligation

299,716

326,792

71,788

70,153

Accumulated benefit obligation

291,310

316,080

59,589

58,425

Fair value of plan assets

243,506

214,128

29,000

26,757

Notes to Consolidated Financial Statements — (Continued)

Net pension benefit costs include the following components:


	United States									International
	2013			2012			2011			2013			2012			2011
Service cost	$	8,896		$	7,488		$	6,058		$	2,098		$	1,504		$	2,097
Interest cost		12,314			12,137			12,008			2,872			3,002			2,973
Expected return on plan assets		(15,241	)		(14,901	)		(15,575	)		(1,512	)		(1,547	)		(1,466	)
Amortization of prior service cost (credit)		157			342			666			(81	)		(97	)		5
Amortization of net actuarial (gain) loss		13,995			11,672			7,438			1,406			564			858
Settlement loss		—			682			—			—			—			—

Total benefit cost	$	20,121		$	17,420		$	10,595		$	4,783		$	3,426		$	4,467

Net periodic pension cost for 2012 included a settlement loss of $682, due to a plan termination.

The weighted average assumptions used in the valuation of pension benefits were as follows:


	United States									International
	2013			2012			2011			2013			2012			2011
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.75	%		3.85	%		4.46	%		3.72	%		3.52	%		4.43	%
Rate of compensation increase		3.30			3.30			3.20			3.18			3.13			3.16

Assumptions used to determine net benefit costs for the years ended October 31:
Discount rate		3.85			4.46			5.21			3.52			4.43			4.17
Expected return on plan assets		7.24			7.75			8.25			4.43			4.85			4.84
Rate of compensation increase		3.30			3.20			3.30			3.13			3.16			3.21

The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.

The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of available bonds that receive the highest rating given from a recognized investments ratings agency. The increase in the discount rate in 2013 and decrease in 2012 is due to changes in yields for these types of investments as a result of the economic environment.

Notes to Consolidated Financial Statements — (Continued)


	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2013	$	(4,340	)	$	5,207		$	(1,052	)	$	1,343
Effect on pension obligation as of October 31, 2013	$	(34,718	)	$	42,756		$	(13,572	)	$	17,606
Expected return on assets:
Effect on total service and interest cost components in 2013	$	(2,019	)	$	2,019		$	(348	)	$	348
Effect on pension obligation as of October 31, 2013	$	—		$	—		$	—		$	—
Compensation increase:
Effect on total service and interest cost components in 2013	$	3,580		$	(2,967	)	$	869		$	(726	)
Effect on pension obligation as of October 31, 2013	$	14,832		$	(12,619	)	$	6,039		$	(5,300	)

The allocation of pension plan assets as of October 31, 2013 and 2012 is as follows:


	United States				International
	2013		2012		2013		2012
Asset Category
Equity securities		27 %		37 %		— %		— %
Debt securities		29		20		—		—
Insurance contracts		—		—		60		56
Pooled investment funds		43		42		39		43
Other		1		1		1		1

Total		100 %		100 %		100 %		100 %

Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required plan contributions.

Our United States plans comprise 87 percent of the worldwide pension assets. In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. The current target in “return-seeking assets” is 45 percent and 55 percent in fixed income. Plan assets are diversified across several investment managers and are invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

Notes to Consolidated Financial Statements — (Continued)

Our international plans comprise 13 percent of the worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.

The fair values of our pension plan assets at October 31, 2013 by asset category are in the table below:


	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	2,811	$	2,811	$	—	$	—	$	321	$	321	$	—	$	—
Money market funds		2,783		2,783		—		—		—		—		—		—
Equity securities:
Basic materials		3,834		3,834		—		—		—		—		—		—
Consumer goods		4,958		4,958		—		—		—		—		—		—
Financial		7,825		7,825		—		—		—		—		—		—
Healthcare		4,109		4,109		—		—		—		—		—		—
Industrial goods		3,255		3,255		—		—		—		—		—		—
Technology		4,159		4,159		—		—		—		—		—		—
Utilities		988		988		—		—		—		—		—		—
Mutual funds		32,617		32,617		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,892		10,715		16,177		—		—		—		—		—
Corporate		43,367		—		43,367		—		—		—		—		—
Other		1,356		—		1,356		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		22,093		—		—		22,093
Real estate collective funds		14,958		—		—		14,958		—		—		—		—
Pooled investment funds		88,973		—		88,973		—		14,664		—		14,664		—
Other		621		621		—		—		—		—		—		—

	$	243,506	$	78,675	$	149,873	$	14,958	$	37,078	$	321	$	14,664	$	22,093

Notes to Consolidated Financial Statements — (Continued)

The fair values of our pension plan assets at October 31, 2012 by asset category are in the table below:


	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	1,346	$	1,346	$	—	$	—	$	323	$	323	$	—	$	—
Money market funds		2,114		2,114		—		—		—		—		—		—
Equity securities:
Basic materials		5,849		5,849		—		—		—		—		—		—
Consumer goods		7,359		7,359		—		—		—		—		—		—
Financial		9,190		9,190		—		—		—		—		—		—
Healthcare		4,891		4,891		—		—		—		—		—		—
Industrial goods		3,174		3,174		—		—		—		—		—		—
Technology		4,581		4,581		—		—		—		—		—		—
Utilities		1,491		1,491		—		—		—		—		—		—
Mutual funds		39,900		39,900		—		—		—		—		—		—
Fixed income securities:
U.S. Government		17,697		1,784		15,913		—		—		—		—		—
Corporate		24,865		—		24,865		—		—		—		—		—
Other		593		—		593		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		19,046		—		—		19,046
Real estate collective funds		13,110		—		—		13,110		—		—		—		—
Pooled investment funds		77,220		—		77,220		—		14,848		—		14,848		—
Other		748		748		—		—		—		—		—		—

	$	214,128	$	82,427	$	118,591	$	13,110	$	34,217	$	323	$	14,848	$	19,046

These investment funds did not own a significant number of shares of Nordson Corporation common stock for any year presented.

The inputs and methodology used to measure fair value of plan assets are consistent with those described in Note 12. Following are the valuation methodologies used to measure these assets:

•

Money market funds — Money market funds are public investment vehicles that are valued with a net asset value of one dollar. This is a quoted price in an active market and is classified as Level 1.

•

Equity securities — Common stocks are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. Mutual funds are valued at the net asset values of the shares at year-end, as determined by the closing price reported on the active market on which the individual securities are traded and are classified as Level 1.

•

Fixed income securities — U.S. Treasury bills reflect the closing price on the active market in which the securities are traded and are classified as Level 1. Securities of U.S. agencies are valued using bid evaluations and a classified as Level 2. Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and are therefore classified as Level 2.

•

Insurance contracts — Insurance contracts are investments with various insurance companies. The fair value is equal to the contract value. These contracts do not hold any specific assets. These investments are classified as Level 3.

Notes to Consolidated Financial Statements — (Continued)

•

Real estate collective funds — These funds are valued at the estimated fair value of the underlying properties. Estimated fair value is calculated using a combination of key inputs, such as revenue and expense growth rates, terminal capitalization rates and discount rates. These investments are classified as Level 3.

•

Pooled investment funds — These are public investment vehicles valued using the net asset value. The net asset value is based on the value of the assets owned by the plan, less liabilities. These investments are not quoted on an active exchange and are classified as Level 2.

The following tables present an analysis of changes during the years ended October 31, 2013 and 2012 in Level 3 plan assets, by plan asset class, for U.S. and International pension plans using significant unobservable inputs to measure fair value:

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)

Real estate
collective funds

Insurance
contracts

Total

Beginning balance at October 31, 2012

13,110

19,046

32,156

Actual return on plan assets:

Assets held, end of year

1,970

1,025

2,995

Assets sold during the period

—

Purchases

—

4,242

Sales

(135

)

(2,093

)

(2,228

)

Foreign currency translation

—

(127

)

(127

)

Ending balance at October 31, 2013

14,958

22,093

37,051


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2011	$	—		$	18,501		$	18,501
Actual return on plan assets:
Assets held, end of year		1,169			780			1,949
Assets sold during the period		2			—			2
Purchases		12,000			2,311			14,311
Sales		(61	)		(2,122	)		(2,183	)
Foreign currency translation		—			(424	)		(424	)

Ending balance at October 31, 2012	$	13,110		$	19,046		$	32,156

Contributions to pension plans in 2014 are estimated to be approximately $21,900.

Retiree pension benefit payments, which reflect expected future service, are anticipated to be paid as follows:


Year	United States		International
2014	$	10,905	$	3,659
2015		11,888		2,539
2016		12,885		2,159
2017		14,131		1,998
2018		15,228		2,857
2019-2023		93,560		18,777

Notes to Consolidated Financial Statements — (Continued)

Other postretirement plans — We have an unfunded postretirement benefit plan covering certain of our United States employees. Employees hired after January 1, 2002, are not eligible to participate in this plan. The plan provides medical and life insurance benefits. The plan is contributory, with retiree contributions in the form of premiums that are adjusted annually, and contains other cost-sharing features, such as deductibles and coinsurance. We also sponsor an unfunded, non-contributory postretirement benefit plan that provides medical and life insurance benefits for certain international employees.

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans is as follows:


	United States						International
	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation at beginning of year	$	71,228		$	73,392		$	851		$	678
Service cost		1,145			1,183			35			28
Interest cost		2,598			2,759			38			41
Participant contributions		600			1,393			—			—
Plan amendment		—			(202	)		—			—
Foreign currency exchange rate change		—			—			(34	)		1
Actuarial (gain) loss		(11,619	)		(4,315	)		(118	)		107
Benefits paid		(2,948	)		(2,982	)		(4	)		(4	)

Benefit obligation at end of year	$	61,004		$	71,228		$	768		$	851

Change in plan assets:
Beginning fair value of plan assets	$	—		$	—		$	—		$	—
Company contributions		2,348			1,589			4			4
Participant contributions		600			1,393			—			—
Benefits paid		(2,948	)		(2,982	)		(4	)		(4	)

Ending fair value of plan assets	$	—		$	—		$	—		$	—

Funded status at end of year	$	(61,004	)	$	(71,228	)	$	(768	)	$	(851	)

Amounts recognized in financial statements:
Accrued benefit liability	$	(1,974	)	$	(2,224	)	$	(4	)	$	(4	)
Long-term postretirement obligations		(59,030	)		(69,004	)		(764	)		(847	)

Total amount recognized in financial statements	$	(61,004	)	$	(71,228	)	$	(768	)	$	(851	)


	United States						International
	2013			2012			2013			2012
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	17,854		$	31,585		$	(243	)	$	(138	)
Prior service cost (credit)		(1,461	)		(1,934	)		—			—

Accumulated other comprehensive (gain) loss	$	16,393		$	29,651		$	(243	)	$	(138	)

Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	1,139		$	2,214		$	(14	)	$	(4	)
Amortization of prior service cost (credit)		(449	)		(1,758	)		—			—

Total	$	690		$	456		$	(14	)	$	(4	)

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes the changes in accumulated other comprehensive (gain) loss:


	United States						International
	2013			2012			2013			2012
Balance at beginning of year	$	29,651		$	35,374		$	(138	)	$	(260	)
Net (gain) loss arising during the year		(11,619	)		(4,315	)		(117	)		108
Prior service cost (credit) arising during the year		—			(202	)		—			—
Net gain (loss) recognized during the year		(2,112	)		(1,790	)		4			14
Prior service credit (cost) recognized during the year		473			584			—			—
Exchange rate effect during the year		—			—			8			—

Balance at end of year	$	16,393		$	29,651		$	(243	)	$	(138	)

Net postretirement benefit costs include the following components:


	United States									International
	2013			2012			2011			2013			2012			2011
Service cost	$	1,145		$	1,183		$	1,122		$	35		$	28		$	31
Interest cost		2,598			2,759			2,932			38			41			41
Amortization of prior service cost (credit)		(473	)		(584	)		(1,147	)		—			—			—
Amortization of net actuarial (gain) loss		2,112			1,789			1,606			(4	)		(14	)		(8	)

Total benefit cost	$	5,382		$	5,147		$	4,513		$	69		$	55		$	64

The weighted average assumptions used in the valuation of postretirement benefits were as follows:


	United States									International
	2013			2012			2011			2013			2012			2011
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.80	%		3.85	%		4.50	%		4.95	%		4.40	%		5.85	%
Health care cost trend rate		4.12			4.90			9.36			6.65			6.83			7.00
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)		3.47			3.60			5.00			3.50			3.50			3.50
Year the rate reaches the ultimate trend rate		2021			2017			2016			2031			2031			2031
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate		3.85	%		4.50	%		5.25	%		4.40	%		5.85	%		5.75	%

The decrease in the weighted-average health care cost trend rate in the United States relates to a change in the plan design of the retiree medical plan effective January 1, 2013 moving to a Health Reimbursement Arrangement for post-65 coverage.

Notes to Consolidated Financial Statements — (Continued)

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported. For example, a one-percentage point change in the discount rate and the assumed health care cost trend rate would have the following effects:


	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2013	$	(758	)	$	911		$	(20	)	$	11
Effect on postretirement obligation as of October 31, 2013	$	(7,945	)	$	9,886		$	(138	)	$	181
Health care trend rate:
Effect on total service and interest cost components in 2013	$	630		$	(508	)	$	17		$	(13	)
Effect on postretirement obligation as of October 31, 2013	$	8,907		$	(7,286	)	$	172		$	(135	)

Contributions to postretirement plans in 2014 are estimated to be approximately $2,000.

Retiree postretirement benefit payments are anticipated to be paid as follows:


Year	United States		International
2014	$	1,974	$	4
2015		2,254		11
2016		2,490		12
2017		2,747		13
2018		2,965		16
2019-2023		17,767		117

Note 7 — Income taxes

Income tax expense includes the following:


	2013			2012		2011
Current:
U.S. federal	$	45,004		$	51,458	$	53,983
State and local		2,351			1,378		2,029
Foreign		36,829			38,760		35,469

Total current		84,184			91,596		91,481
Deferred:
U.S. federal		8,361			7,204		1,851
State and local		(991	)		782		23
Foreign		(2,248	)		1,842		(1,158	)

Total deferred		5,122			9,828		716

	$	89,306		$	101,424	$	92,197

Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were $164,702, $177,035 and $181,258 in 2013, 2012 and 2011, respectively.

Income tax expense in 2013 also includes a benefit of $900 for the reduction of unrecognized tax benefits primarily related to expiration of certain foreign statutes of limitations. On January 2, 2013, the American

Notes to Consolidated Financial Statements — (Continued)

Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013 and extended certain other tax provisions. As a result, our income tax provision for 2013 included a discrete tax benefit of $1,700 related to 2012.

Income tax expense in 2012 includes a benefit of $2,717 related to the utilization of loss carryforwards and to the release of the valuation allowance related to loss carryforwards which are expected to be utilized in future years.

Income tax expense in 2011 includes a benefit of $2,027 from a reduction in unrecognized tax benefits, primarily related to settlements with tax authorities. In December 2010, the U.S. Congress passed and the President signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which provided retroactive reinstatement of a research credit. As a result, income tax expense for 2011 includes a tax benefit of $1,580 related to research credit generated in 2010. Income tax expense in 2011 also includes a benefit related to the utilization of loss carryforwards of $682.

A reconciliation of the U.S. statutory federal rate to the worldwide consolidated effective tax rate follows:


	2013			2012			2011
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%
Domestic Production Deduction		(1.71	)		(1.82	)		(1.76	)
Foreign tax rate variances, net of foreign tax credits		(3.39	)		(2.31	)		(2.51	)
State and local taxes, net of federal income tax benefit		0.28			0.43			0.42
Amounts related to prior years		(1.00	)		(0.31	)		(1.31	)
Other — net		(0.48	)		0.10			(0.53	)

Effective tax rate		28.70	%		31.09	%		29.31	%

The Domestic Production Deduction, enacted by the American Jobs Creation Act of 2004, allows a deduction with respect to income from certain United States manufacturing activities.

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $146,421, $149,218 and $133,303 in 2013, 2012 and 2011, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings aggregated approximately $510,842 and $400,487 at October 31, 2013 and 2012, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

At October 31, 2013 and 2012, total unrecognized tax benefits were $5,717 and $3,140, respectively. The amounts that, if recognized, would impact the effective tax rate were $5,178 and $2,601 at October 31, 2013 and 2012, respectively. The increase in unrecognized tax benefits as compared to prior year relates primarily to foreign positions and, if recognized, a substantial portion of the gross unrecognized tax benefits would be offset against assets currently recorded in the Consolidated Balance Sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2013, 2012 and 2011 is as follows:


	2013			2012			2011
Balance at beginning of year	$	3,140		$	2,576		$	4,078
Additions based on tax positions related to the current year		703			148			387
Additions for tax positions of prior years		3,261			896			138
Reductions for tax positions of prior years		(317	)		—			—
Settlements		—			0			(2,027	)
Lapse of statute of limitations		(1,070	)		(480	)		—

Balance at end of year	$	5,717		$	3,140		$	2,576

Notes to Consolidated Financial Statements — (Continued)

At October 31, 2013 and 2012, we had accrued interest expense related to unrecognized tax benefits of $1,085 and $304, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are subject to examination in the U.S. by the Internal Revenue Service (IRS) for the 2010, 2012 and 2013 tax years; tax years prior to 2010 and the 2011 year have been examined by the IRS. Generally, major state and foreign jurisdiction tax years remain open to examination for tax years after 2007. Within the next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a decrease in our unrecognized tax benefits in a range of $0 to $470.

Significant components of deferred tax assets and liabilities are as follows:


	2013			2012
Deferred tax assets:
Employee benefits	$	66,148		$	90,707
Other accruals not currently deductible for taxes		16,984			16,105
Tax credit and loss carryforwards		13,077			17,145
Inventory adjustments		4,998			5,278
Translation of foreign currency accounts		384			929

Total deferred tax assets		101,591			130,164
Valuation allowance		(5,663	)		(5,046	)

Total deferred tax assets		95,928			125,118
Deferred tax liabilities:
Depreciation and amortization		146,500			121,348
Other — net		51			—

Total deferred tax liabilities		146,551			121,348

Net deferred tax assets (liabilities)	$	(50,623	)	$	3,770

At October 31, 2013, we had $1,498 of tax credit carryforwards of which $122 will expire in 2014 through 2017, and $1,376 of which has an indefinite carryforward period. We also had $16,939 Federal, $51,347 state and $10,980 foreign operating loss carryforwards, of which $68,658 will expire in 2014 through 2033, and $10,608 of which has an indefinite carryforward period. The net change in the valuation allowance was an increase of $617 in 2013 and a decrease of $1,005 in 2012. The valuation allowance of $5,663 at October 31, 2013, relates primarily to tax credits and loss carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.

Notes to Consolidated Financial Statements — (Continued)

Note 8 — Notes payable

Bank lines of credit and notes payable are summarized as follows:


	2013			2012
Maximum borrowings under bank lines of credit:
Domestic banks	$	—		$	50,000
Foreign banks		83,191			40,260

Total	$	83,191		$	90,260

Outstanding notes payable:
Domestic bank debt	$	—		$	50,000
Foreign bank debt		3,604			1

Total	$	3,604		$	50,001

Weighted-average interest rate on notes payable		2.0	%		1.1	%
Unused bank lines of credit	$	79,587		$	40,259

In 2012, we entered into a 364-day, $250,000 Credit Agreement with PNC Bank. We borrowed $250,000 under this agreement for acquisitions made in 2012 and then repaid $200,000 using proceed of the Senior Notes described in Note 9, leaving a balance of $50,000 outstanding at October 31, 2012. The remaining balance of this facility was repaid on June 3, 2013.

Note 9 — Long-term debt

A summary of long-term debt is as follows:


	2013		2012
Revolving credit agreement, due 2017	$	254,000	$	262,450
Senior notes, due 2017-2025		200,000		200,000
Euro loan, due 2016		129,058		—
Private shelf facility, due 2012-2020		63,889		69,445
Senior note, due 2013		—		50,000
Development loans, due 2011-2026		1,702		1,814
Other		341		—

		648,990		583,709
Less current maturities		10,832		55,668

Long-term maturities	$	638,158	$	528,041

Revolving credit agreement — This $500,000 unsecured multi-currency revolving credit agreement is with a group of banks and expires in December 2016. Payment of quarterly commitment fees is required. The weighted average interest rate for borrowings under this agreement was 1.06 percent at October 31, 2013.

Senior notes, due 2017-2025 —These fixed-rate notes entered into in 2012 with a group of insurance companies had an original weighted-average life of 8.78 years at the time of issuance. The weighted-average interest rate at October 31, 2013 was 2.93 percent.

Euro loan, due 2016 — This loan was entered into in 2013 with The Bank of Tokyo-Mitsubishi UFJ, Ltd. It can be extended by one year at the end of the third and fourth anniversaries. The interest rate is variable based upon the EUR LIBOR rate. The interest rate at October 31, 2013 was 0.99 percent.

Notes to Consolidated Financial Statements — (Continued)

Private shelf facility — In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC (NYLIM). The amount of the facility was increased to $175,000 in 2013. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years, and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. At October 31, 2013, the amount outstanding under this facility was at a fixed rate of 2.21 percent per annum.

Senior note, due 2013 — This note had a fixed interest rate of 4.98 percent and was repaid as scheduled in 2013.

Development loans, due 2011-2026 — These fixed-rate loans with the State of Ohio and Cuyahoga County, Ohio were issued in 2011 in connection with the construction of our corporate headquarters building and are payable in monthly installments over 15 years beginning in 2011. The interest rate on the State of Ohio loan is 3.00 percent, and the interest rate on the Cuyahoga County loan is 3.50 percent.

Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2013, are as follows: $10,832 in 2014; $10,757 in 2015; $139,822 in 2016; and $292,095 in 2017 and $26,587 in 2018.

Note 10 — Leases

We have lease commitments expiring at various dates, principally for manufacturing, warehouse and office space, automobiles and office equipment. Many leases contain renewal options and some contain purchase options and residual guarantees.

Rent expense for all operating leases was approximately $14,835, $13,822 and $12,292 in 2013, 2012 and 2011, respectively.

Amortization of assets recorded under capital leases is recorded in depreciation expense.

Assets held under capitalized leases and included in property, plant and equipment are as follows:


	2013			2012
Transportation equipment	$	16,261		$	15,697
Other		10,577			8,145

Total capitalized leases		26,838			23,842
Accumulated amortization		(10,805	)		(7,614	)

Net capitalized leases	$	16,033		$	16,228

Notes to Consolidated Financial Statements — (Continued)

At October 31, 2013, future minimum lease payments under noncancelable capitalized and operating leases are as follows:


	Capitalized Leases		Operating Leases
Year:
2014	$	7,298	$	12,321
2015		4,819		7,506
2016		2,446		5,478
2017		667		4,527
2018		403		3,292
Later years		4,806		10,289

Total minimum lease payments		20,439	$	43,413

Less amount representing executory costs		3,114

Net minimum lease payments		17,325
Less amount representing interest		1,692

Present value of net minimum lease payments		15,633
Less current portion		5,521

Long-term obligations at October 31, 2013	$	10,112

Note 11 — Severance and restructuring costs

During 2013, we recognized severance costs of $811 in the Advanced Technology Systems segment and $315 in the Adhesive Dispensing Systems segment. These costs were associated with restructuring initiatives to optimize global operations. Severance payments in 2013 totaled $784.

In order to optimize Industrial Coating Systems operations in Ohio, a restructuring initiative was undertaken in 2012 that resulted in $690 of severance costs. All severance amounts were paid in 2012.

In 2011, we announced a restructuring of the Georgia operations of our Adhesive Dispensing Systems segment in order to optimize operations and better serve our customers. The restructuring involved the expansion of our facility in Duluth and construction of a new facility in Swainsboro, where operations from our existing Swainsboro facility, as well as facilities in Norcross and Dawsonville, were transferred. Severance costs and other termination fees associated with this action were $2,326. Of the total expense amount, $769 was recorded in 2012, and $1,557 was recorded in 2011. Payments of $2,326 were made in 2012. In addition, $2,916 of expenses related to production inefficiencies and moving costs were incurred in 2012. Of this amount, $2,040 was recorded in cost of sales, and $876 was recorded in severance and restructuring costs.

As a result of this restructuring initiative, we assessed the fair value of the Swainsboro, Norcross and Dawsonville facilities in 2011 and remeasured to fair value two of them using third-party property appraisals or market-corroborated inputs. The amount of Level 2 long-lived assets measured at fair value on a non-recurring basis was $4,150. Impairment losses of $1,322 on the two facilities were recorded in long-lived asset impairments in the Consolidated Statement of Income. The Swainsboro and Norcross facilities were sold in 2012, and the resulting net gain of $830 was included in other income in the Consolidated Statement of Income.

In order to optimize Adhesive Dispensing Systems segment operations in Germany, a restructuring initiative was launched in 2011 that resulted in severance costs of $209. Of that amount, $177 was recorded in 2012, and $32 was recorded in 2011. Payments of $206 were made in 2012. In 2011, we also assessed the fair value of a facility and remeasured it to fair value using a third party appraisal. The amount of Level 2 long-lived assets measured at

Notes to Consolidated Financial Statements — (Continued)

fair value on a non-recurring basis was $932. An impairment loss of $489 was recorded in long-lived asset impairments in the Consolidated Statement of Income. This facility was sold in 2012, and a loss of $117 was recorded in other expense in the Consolidated Statement of Income.

Note 12 — Fair value measurements

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2013:


	Total		Level 1		Level 2		Level 3
Assets:
Rabbi trust ^(a)	$	13,611	$	—	$	13,611	$	—
Foreign currency forward contracts ^(b)		3,493		—		3,493		—

Total assets at fair value	$	17,104	$	—	$	17,104	$	—

Liabilities:
Deferred compensation plans ^(c)	$	7,322	$	7,322	$	—	$	—
Foreign currency forward contracts ^(b)		1,180		—		1,180		—

Total liabilities at fair value	$	8,502	$	7,322	$	1,180	$	—

(a)	We maintain a rabbi trust that serves as an investment to shadow our deferred compensation plan liability. The investment assets of the trust consist of life insurance policies for which we recognize income or expense based upon changes in cash surrender value.

(b)

We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. Foreign exchange contracts are valued using market exchange rates. These foreign exchange contracts are not designated as hedges.

(c)

Executive officers and other highly compensated employees may defer up to 100 percent of their salary and annual cash incentive compensation and for executive officers, up to 90 percent of their long-term incentive compensation, into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

Fair value disclosures related to impairments of long-lived assets are disclosed in Note 11, and fair value disclosures related to goodwill and indefinite-lived intangible assets are disclosed in Note 5.

Note 13 — Financial instruments

Notes to Consolidated Financial Statements — (Continued)

changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “other — net” on the Consolidated Statement of Income together with the transaction gain or loss from the related balance sheet position. In 2013, we recognized net gains of $1,437 on foreign currency forward contracts and net losses of $3,651 from the change in fair value of balance sheet positions. In 2012, we recognized net gains of $294 on foreign currency forward contracts and net losses of $1,310 from the change in fair value of balance sheet positions. In 2011, we recognized net losses of $11,277 on foreign currency forward contracts and net gains of $13,477 from the change in fair value of balance sheet positions. We do not use financial instruments for trading or speculative purposes.

The following table summarizes, by currency, the contracts outstanding at October 31, 2013 and 2012:


	Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
October 31, 2013 contract amounts:
Euro	$	194,531	$	194,187	$	131,198	$	131,825
Pound sterling		17,854		17,856		29,441		29,950
Japanese yen		11,426		11,404		8,686		8,672
Australian dollar		894		899		8,653		8,986
Hong Kong dollar		1,935		1,935		42,140		42,132
Singapore dollar		201		201		9,815		10,065
Others		5,768		5,745		24,227		24,503

Total	$	232,609	$	232,227	$	254,160	$	256,133

October 31, 2012 contract amounts:
Euro	$	3,186	$	3,220	$	95,370	$	95,769
Pound sterling		—		—		28,771		28,959
Japanese yen		5,810		5,766		15,643		15,465
Australian dollar		515		519		9,131		9,156
Singapore dollar		—		—		8,626		8,681
Others		4,758		4,725		19,686		19,829

Total	$	14,269	$	14,230	$	177,227	$	177,859

We also use intercompany foreign currency transactions of a long-term investment nature to hedge the value of investment in wholly-owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For 2013 and 2012, net gains of $699 and $240, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of October 31, 2013, there were no significant concentrations of credit risk.

Notes to Consolidated Financial Statements — (Continued)

The carrying amounts and fair values of financial instruments, other than receivables and accounts payable, are shown in the table below. The carrying values of receivables and accounts payable approximate fair value due to the short-term nature of these instruments.


	2013				2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	42,375	$	42,375	$	41,239	$	41,239
Marketable securities		—		—		279		279
Notes payable		3,604		3,604		50,001		50,001
Long-term debt (including current portion)		648,990		636,904		583,709		584,624
Foreign currency forward contracts (net)		2,313		2,313		671		671

We used the following methods and assumptions in estimating the fair value of financial instruments:

•

Cash, cash equivalents and notes payable are valued at their carrying amounts due to the relatively short period to maturity of the instruments.

•

Marketable securities are valued at quoted market prices, which are considered to be Level 1 inputs under the fair value hierarchy.

•

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

•

Foreign currency forward contracts are estimated using quoted exchange rates, which are considered to be Level 2 inputs under the fair value hierarchy.

Note 14 — Capital shares

Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2013, 2012 or 2011.

Common — We have 160,000 authorized common shares without par value. At October 31, 2013 and 2012, there were 98,023 common shares issued. At October 31, 2013 and 2012, the number of outstanding common shares, net of treasury shares, was 64,218 and 64,257, respectively.

Common shares repurchased as part of publicly announced programs during 2013, 2012 and 2011 were as follows:


Year	Number of Shares		Total Amount		Average per Share
2013		459	$	30,443	$	66.29
2012		1,831	$	86,022	$	46.98
2011		3,024	$	134,163	$	44.37

Note 15 — Stock-based compensation

At the 2013 Annual Meeting of Shareholders on February 26, 2013, our shareholders approved the 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. A maximum of 2,900 common shares is available for grant under the Plan, inclusive of shares available to be granted under the 2008 Plan immediately prior to shareholder approval of the 2012 Plan.

Notes to Consolidated Financial Statements — (Continued)

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense of $4,906, $3,789 and $2,906 for 2013, 2012 and 2011, respectively.

Following is a summary of stock options for 2013:


	Number of Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted- Average Remaining Term
Outstanding at October 31, 2012		1,764		$	28.35
Granted		283		$	61.61
Exercised		(283	)	$	21.72
Forfeited or expired		(15	)	$	48.38

Outstanding at October 31, 2013		1,749		$	34.63	$	65,492		6.1 years

Vested at October 31, 2013 or expected to vest		1,699		$	34.22	$	64,348		6.1 years
Exercisable at October 31, 2013		942		$	25.07	$	44,276		4.7 years

Summarized information on currently outstanding options follows:


	Range of Exercise Price
	$14 — $20		$21 — $31		$32 — $63
Number outstanding		452		500		797
Weighted-average remaining contractual life, in years		3.8		5.0		8.1
Weighted-average exercise price	$	16.15	$	27.15	$	49.82
Number exercisable		401		391		150
Weighted-average exercise price	$	16.37	$	26.96	$	43.47

As of October 31, 2013, there was $9,631 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.7 years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:


	2013	2012	2011
Expected volatility	45.3%-46.9%	45.4%-46.9%	43.1%-45.1%
Expected dividend yield	0.97%-1.01%	1.20%	1.28%
Risk-free interest rate	0.75%-0.90%	1.03%-1.23%	1.89%-2.25%
Expected life of the option (in years)	5.4-6.1	5.4-6.1	5.4-6.3

The weighted-average expected volatility used to value options granted in 2013, 2012 and 2011 was 46.3 percent, 46.2 percent and 44.3 percent, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during 2013, 2012 and 2011 was $24.12, $17.03 and $16.80, respectively.

Notes to Consolidated Financial Statements — (Continued)

The total intrinsic value of options exercised during 2013, 2012 and 2011 was $12,892, $13,329 and $23,076, respectively. Cash received from the exercise of stock options for 2013, 2012 and 2011 was $6,018, $4,934 and $9,652, respectively. The tax benefit realized from tax deductions from exercises for 2013, 2012 and 2011 was $5,531, $4,792 and $6,924, respectively.

Restricted stock — We may grant restricted shares to our employees and directors. These shares may not be transferred for a designated period of time (generally one to three years) defined at the date of grant.

For employee recipients, in the event of termination of employment due to early retirement, restricted shares granted within 12 months prior to termination are forfeited, and other restricted shares are forfeited on a pro-rata basis. In the event of termination of employment due to retirement at normal retirement age (age 65) restricted shares granted within 12 months prior to termination are forfeited, and, for other restricted shares, the restriction period will terminate and the shares will vest and be transferable. Restrictions lapse in the event of a recipient’s disability or death. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata forfeiture of shares.

As shares are issued, deferred stock-based compensation equivalent to the fair market value on the date of grant is charged to shareholders’ equity and subsequently amortized over the vesting period. Tax benefits arising from the lapse of restrictions on the stock are recognized when realized and credited to capital in excess of stated value.

The following table summarizes 2013 activity related to restricted stock:


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Restricted at October 31, 2012		100		$	40.58
Granted		36		$	62.08
Vested		(51	)	$	35.85
Forfeited		(3	)	$	48.18

Restricted at October 31, 2013		82		$	52.67

As of October 31, 2013, there was $1,827 of unrecognized compensation cost related to restricted stock. The cost is expected to be amortized over a weighted average period of 1.7 years. The amount charged to expense related to restricted stock was $2,464, $1,724 and $1,278 in 2013, 2012 and 2011, respectively.

Deferred directors’ compensation — Non-employee directors may defer all or part of their compensation until retirement. Compensation may be deferred as cash or as stock equivalent units. Deferred cash amounts are recorded as liabilities. Additional stock equivalent units are earned when common stock dividends are declared.

The following table summarizes activity related to director deferred compensation share equivalent units during 2013:


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at October 31, 2012		200		$	19.44
Deferrals		1		$	69.39
Restricted stock units vested		11		$	45.20
Dividend equivalents		1		$	68.03
Distributions		(65	)	$	17.03

Outstanding at October 31, 2013		148		$	23.22

Notes to Consolidated Financial Statements — (Continued)

The amount charged to expense related to this plan was $183, $265 and $265 in 2013, 2012 and 2011, respectively.

Long-term incentive plan — Under the long-term incentive plan, executive officers and selected other key employees receive common stock unit awards based on corporate performance measures over three-year performance periods. Awards vary based on the degree to which corporate performance exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No award will occur unless certain threshold performance objectives are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of common stock at the grant date, adjusted for dividends not to be paid. This value was $59.59 per share for 2013, $42.12 per share for 2012 and $42.02 per share for 2011. The cumulative amounts recorded in shareholders’ equity at October 31, 2013, 2012 and 2011 were $8,083, $8,707 and $6,081, respectively. The amounts charged to expense for executive officers and selected other key employees in 2013, 2012 and 2011 were $3,588, $4,235 and $4,067, respectively.

Shares reserved for future issuance — At October 31, 2013, there were 2,657 of common shares reserved for future issuance through the exercise of outstanding options or rights.

Note 16 — Operating segments and geographic area data

We conduct business in three primary operating segments: Adhesive Dispensing Systems, Advanced Technology Systems, and Industrial Coating Systems. The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statement of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. In addition, the measure of segment operating profit that is reported to and reviewed by the chief operating decision maker excludes expense in 2011 related to the withdrawal from a multiemployer employee pension fund in Japan. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies.

No single customer accounted for ten percent or more of sales in 2013, 2012 or 2011.

Notes to Consolidated Financial Statements — (Continued)

The following table presents information about our reportable segments:


	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems			Corporate			Total
Year ended October 31, 2013
Net external sales	$	793,488		$	516,266		$	233,167		$	—		$	1,542,921
Depreciation		15,638			9,180			3,370			3,578			31,766
Operating profit		203,757	^(a)		123,403	^(b)		33,786			(37,097	)		323,849
Identifiable assets ^(c)		750,616			721,524			113,835			456,919	^(d)		2,042,894
Expenditures for long-lived assets		20,498			10,080			6,239			10,402			47,219
Year ended October 31, 2012
Net external sales	$	684,096		$	515,992		$	209,490		$	—		$	1,409,578
Depreciation		9,532			8,695			3,141			3,101			24,469
Operating profit (loss)		211,072	^(a)		134,074			25,933	^(e)		(35,599	)		335,480
Identifiable assets ^(c)		611,357			718,354			110,982			395,331	^(d)		1,836,024
Expenditures for long-lived assets		14,612			6,871			4,602			4,874			30,959
Year ended October 31, 2011
Net external sales	$	611,911		$	437,232		$	184,016		$	—		$	1,233,159
Depreciation		7,087			7,851			2,855			2,965			20,758
Operating profit		210,350	^(a)		114,660			27,220			(36,687	) ^(f)		315,543
Identifiable assets ^(c)		286,974			691,479			71,438			270,500	^(d)		1,320,391
Expenditures for long-lived assets		4,477			4,833			2,437			8,492			20,239

(a)

Includes $315 of severance and restructuring costs in 2013. Includes $3,862 of cost of goods sold — restructuring and severance and restructuring costs in 2012. Includes $1,811 of impairment charges related to the write down of assets to fair value and $1,589 of severance charges and other termination fees in 2011.

(b)	Includes $811 of severance and restructuring costs.

(c)	Operating segment identifiable assets include notes and accounts receivable net of customer advance payments and allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.

(d)	Corporate assets are principally cash and cash equivalents, deferred income taxes, capital leases, headquarter facilities, the major portion of our enterprise management system, and intangible assets.

(e)	Includes $690 of severance and restructuring costs.

(f)	Includes $3,120 of expense related to the withdrawal from a multi-employer employee pension plan in Japan.

Notes to Consolidated Financial Statements — (Continued)

We have significant sales and long-lived assets in the following geographic areas:


	2013		2012		2011
Net external sales
United States	$	465,789	$	388,904	$	312,328
Americas		123,654		109,074		102,077
Europe		416,725		381,005		390,319
Japan		127,945		127,509		111,003
Asia Pacific		408,808		403,086		317,432

Total net external sales	$	1,542,921	$	1,409,578	$	1,233,159

Long-lived assets
United States	$	136,551	$	127,486	$	90,994
Americas		4,154		3,180		2,933
Europe		22,576		14,896		16,312
Japan		4,384		3,431		3,496
Asia Pacific		33,314		25,938		17,148

Total long-lived assets	$	200,979	$	174,931	$	130,883

A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:


	2013			2012			2011
Total profit for reportable segments	$	323,849		$	335,480		$	315,543
Interest expense		(14,841	)		(11,153	)		(5,069	)
Interest and investment income		421			463			569
Other-net		1,694			1,463			3,518

Income before income taxes	$	311,123		$	326,253		$	314,561

A reconciliation of total assets for reportable segments to total consolidated assets is as follows:


	2013			2012			2011
Total assets for reportable segments	$	2,042,894		$	1,836,024		$	1,320,391
Customer advance payments		28,341			20,894			9,375
Eliminations		(28,946	)		(27,403	)		(25,316	)

Total consolidated assets	$	2,042,289		$	1,829,515		$	1,304,450

Note 17 — Supplemental information for the statement of cash flows


	2013		2012		2011
Cash operating activities:
Interest paid	$	16,037	$	9,285	$	4,972
Income taxes paid		93,074		70,935		96,487
Non-cash investing and financing activities:
Capitalized lease obligations incurred	$	6,441	$	12,981	$	8,154
Capitalized lease obligations terminated		468		894		534
Shares acquired and issued through exercise of stock options		148		2,323		5,228

Notes to Consolidated Financial Statements — (Continued)

Note 18 — Quarterly financial data (unaudited)


	First		Second		Third		Fourth
2013:
Sales	$	347,043	$	382,100	$	402,960	$	410,818
Gross margin		197,229		216,938		225,083		226,894
Net income		42,011		54,605		65,424		59,777
Earnings per share:
Basic		0.65		0.85		1.02		0.93
Diluted		0.65		0.84		1.01		0.92
2012:
Sales	$	275,836	$	315,193	$	379,872	$	438,677
Gross margin		169,346		189,656		223,214		241,073
Net income		38,338		52,111		66,694		67,686
Earnings per share:
Basic		0.59		0.81		1.04		1.06
Diluted		0.58		0.80		1.03		1.04

The sum of the per-share amounts for the four quarters of 2013 and 2012 do not equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods.

During the third quarter of 2013, we recorded a pre-tax gain of $2,116 on the sale of real estate in China. During the first quarter of 2013, we recorded a favorable adjustment to unrecognized tax benefits of $900 primarily related to expiration of certain foreign statutes of limitations. On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013 and extended certain other tax provisions. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $1,700 related to 2012.

During the first quarter of 2012, pre-tax severance and restructuring costs of $811 and pre-tax costs of $682 related to the termination of a pension plan were recorded. During the second quarter of 2012, pre-tax severance and restructuring costs of $3,776 were recorded. Of this amount, $2,040 was recorded in cost of sales. During the fourth quarter of 2012, a pre-tax gain of $832 on the sale of real estate was recorded.

Note 19 — Contingencies

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2013, and 2012 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $668 and $750, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Management’s Report on Internal Control Over Financial Reporting

The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992 framework), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2013.

On August 30, 2013, we acquired the Kreyenborg Group, which represented 11 percent of our total assets as of October 31, 2013. As the acquisition occurred during the last 12 months, the scope of our assessment of the effectiveness of internal control over financial reporting does not include the Kreyenborg Group. This exclusion is in accordance with the SEC’s general guidance that assessments of recently acquired businesses may be omitted from our scope in the year of acquisition.

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2013.

The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2013. Their report is included herein.


/s/ M ICHAEL F. H ILTON				/s/ G REGORY A. T HAXTON
President and Chief Executive Officer				Senior Vice President, Chief Financial Officer
December 16, 2013				December 16, 2013

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Nordson Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the Kreyenborg Group, which are included in the 2013 consolidated financial statements of Nordson Corporation and constituted 11 percent of total assets as of October, 31, 2013. Our audit of internal control over financial reporting of Nordson Corporation also did not include an evaluation of the internal control over financial reporting of the Kreyenborg Group.

In our opinion, Nordson Corporation maintained, in all material respects, effective internal control over financial reporting as of October 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nordson Corporation as of October 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2013 of Nordson Corporation and our report dated December 16, 2013 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 16, 2013

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited the accompanying consolidated balance sheets of Nordson Corporation as of October 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nordson Corporation at October 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2013, in conformity with US generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nordson Corporation’s internal control over financial reporting as of October 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated December 16, 2013 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 16, 2013

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (senior vice president, chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2013. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2013 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s report on internal control over financial reporting . The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

(c) Changes in internal control over reporting . There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders. Information regarding Audit Committee financial experts is incorporated by reference to the caption “Election of Directors” of our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders.

Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal. Information concerning executive officers is contained in Part I of this report under the caption “Executive Officers of the Company.”

We have adopted a code of ethics for all employees and directors, including the principal executive officer, other executive officers, principal finance officer and other finance personnel. A copy of the code of ethics is available free of charge on our Web site at http://www.nordson.com/governance. We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our Web site.

Item 11.

Executive Compensation

The information required by this Item is incorporated by reference to the captions “Directors Compensation for Fiscal Year 2013,” “Summary Compensation for Fiscal Year 2013,” “Grants of Plan-Based Awards for Fiscal Year 2013,” “Option Exercises and Stock Vested for Fiscal Year 2013,” “Pension Benefits for Fiscal Year 2013,” “Nonqualified Deferred Compensation for Fiscal Year 2013” and “Potential Payments Upon Termination or Change of Control” in our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the caption “Ownership of Nordson Common Shares” in our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders.

Equity Compensation Table

The following table sets forth information regarding equity compensation plans in effect as of October 31, 2013:


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first reporting column)
Equity compensation plans approved by security holders		1,749	$	36.43		2,900
Equity compensation plans not approved by security holders		—		—		—

Total		1,749	$	36.43		2,900

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the caption “Review of Transactions with Related Persons” in our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders.

Item 14.

Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the caption “Fees Paid to Ernst and Young LLP” in our definitive Proxy Statement for the 2014 Annual Meeting of Shareholders.

PART IV

Item 15.

Exhibits and Financial Statement Schedule

The following are filed as part of this report:

(a) 1. Financial Statements

The following financial statements are included in Part II, Item 8:

Consolidated Statements of Income for each of the three years in the period ending October 31, 2013

Consolidated Statements of Comprehensive Income for each of the three years in the period ending October 31, 2013

Consolidated Balance Sheets as of October 31, 2013 and October 31, 2012

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ending October 31, 2013

Consolidated Statements of Cash Flows for each of the three years in the period ending October 31, 2013

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ending October 31, 2013.

No other consolidated financial statement schedules are presented because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto.

(a) 3. Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORDSON CORPORATION

Date: December 16, 2013

By: /s/ G REGORY A. T HAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


/s/ M ICHAEL F. H ILTON				December 16, 2013
Michael F. Hilton
Director, President and
Chief Executive Officer
(Principal Executive Officer)

/s/ G REGORY A. T HAXTON				December 16, 2013
Gregory A. Thaxton
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)

/s/ J OSEPH P. K EITHLEY				December 16, 2013
Joseph P. Keithley
Chairman of the Board

/s/ L EE C. B ANKS				December 16, 2013
Lee C. Banks
Director

/s/ R ANDOLPH W. C ARSON				December 16, 2013
Randolph W. Carson
Director

/s/ A RTHUR L. G EORGE , J R .				December 16, 2013
Arthur L. George, Jr.
Director

/s/ F RANK M. J AEHNERT				December 16, 2013
Frank M. Jaehnert
Director

Signatures — Continued


/s/ M ICHAEL J. M ERRIMAN , J R .				December 16, 2013
Michael J. Merriman, Jr.
Director

/s/ M ARY G. P UMA				December 16, 2013
Mary G. Puma
Director

/s/ V ICTOR L. R ICHEY , J R .				December 16, 2013
Victor L. Richey, Jr.
Director

Schedule II — Valuation and Qualifying Accounts and Reserves


	Balance at Beginning of Year		Assumed from Acquisitions		Charged to Expense		Deductions		Currency Effects			Balance at End of Year
Allowance for Doubtful Accounts
2011	$	3,353		22		977		1,047		6		$	3,311
2012	$	3,311		648		710		801		(92	)	$	3,776
2013	$	3,776		256		885		698		46		$	4,265
Inventory Obsolescence and Other Reserves
2011	$	16,802		8		3,982		4,850		108		$	16,050
2012	$	16,050		2,071		6,033		3,237		(412	)	$	20,505
2013	$	20,505		3,969		5,075		2,961		(9	)	$	26,579

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))


Exhibit Number		Description
(3)		Articles of Incorporation and By-Laws
3-a		1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)
3-a-1		Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)
3-b		1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)
(4)		Instruments Defining the Rights of Security Holders, including indentures
4-b		Note Purchase and Private Shelf Agreement for $150 million between Nordson Corporation and New York Life Investment Management LLC dated as of June 30, 2011 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011)
4-c		$500 million Credit Agreement dated December 9, 2011 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated December 12, 2011)
4-d		Credit Agreement dated June 4, 2012 by and among Nordson Corporation, PNC Bank National Association and PNC Capital Markets LLC (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
4-e		Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
4-f		Second Amendment to the Note Purchase and Private Shelf Agreement dated as of February 12, 2013 between Nordson Corporation and New York Life Investment Management LLC (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013)
4-g		€100,000,000 Term Loan Facility Credit Agreement by and among Nordson Holdings S.a.r.l. & Co. KG as Borrower, Nordson Corporation as Parent Guarantor, the banks party hereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Administrative Agent, dated as of August 23, 2013
(10)		Material Contracts
10-a		Amended and Restated Nordson Corporation 2004 Management Incentive Compensation Plan*
10-b		Nordson Corporation Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*
10-b-1		Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-b-2		Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-a to Registrant’s Form 8-K dated December 16, 2008)*
10-c		Resolution of Board of Directors Authorizing Execution of Indemnification Agreements*
10-d		Restated Nordson Corporation Excess Defined Contribution Retirement Plan Agreement (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009) *

Index to Exhibits — Continued


Exhibit Number		Description
10-d-1		First Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*
10-d-2		Nordson Corporation 2005 Excess Defined Contribution Benefit Plan (incorporated herein by reference to Exhibit 10-d-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)*
10-d-3		Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-c to Registrant’s Form 8-K dated December 16, 2008)*
10-e		Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
10-e-1		Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*
10-e-2		Nordson Corporation 2005 Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-e-3		Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-b to Registrant’s Form 8-K dated December 16, 2008)*
10-g		Nordson Corporation 1993 Long-Term Performance Plan, as amended March 12, 1998 (incorporated herein by reference to Exhibit 10-g to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008)*
10-g-1		Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan*
10-g-2		Nordson Corporation 2012 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated March 4, 2013)*
10-g-3		Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award (incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K dated March 4, 2013)*
10-g-4		Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award (as amended November 25, 2013)*
10-g-5		Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan*
10-g-6		Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award*
10-h		Nordson Corporation Assurance Trust Agreement (incorporated herein by reference to Exhibit 10-h to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-h-1		Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated December 16, 2008)*
10-i		Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-i to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-j		Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*

Index to Exhibits — (Continued)


Exhibit Number		Description
10-m		Employment Agreement between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.3 to Registrant’s Form 8-K dated December 21, 2009)*
10-n		Employment Agreement (Change in Control Retention Agreement) between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.4 to Registrant’s Form 8-K dated December 21, 2009)*
10-o		Supplemental Retirement Agreement between the Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 10-o to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-p		Stock Purchase Agreement by and among VP Acquisition Holdings, Inc., the Stockholders of VP Acquisition Holdings, Inc., the Optionholders of VP Acquisition Holdings, Inc., American Capital, Ltd., as Securityholder Representative, and Nordson Corporation dated as of July 15, 2011 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011)
10-q		Stock Purchase Agreement Dated May 18, 2012 by and among Nordson Corporation and Bertram Growth Capital I, Bertram Growth Capital II, Bertram Growth Capital II-A, and EDI Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
10-r		Agreement and Plan of Merger by and among Xaloy Superior Holdings, Inc., Nordson Corporation, Buckeye Merger Corp. and Sellers’ Representative dated as of June 2, 2012 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
10-s		Sale and Purchase Agreement dated July 16, 2013 relating to Kreyenborg and BKG between Mr. Jan-Udo Kreyenborg, Kreyenborg Verwaltungen und Beteiligungen GmbH & Co. KG, Kreyenborg Verwaltungs-GmbH and Nordson Corporation (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013)
(21)		Subsidiaries of the Registrant
(23)		Consent of Independent Registered Public Accounting Firm
31.1		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-a 101		Form S-8 Undertakings (Nos. 33-18309 and 33-33481) The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2013, 2012 and 2011, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2013, 2012 and 2011 (iii) the Consolidated Balance Sheets at October 31, 2013 and 2012, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2013, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.

*Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or executive officers of Nordson Corporation may be participants.

Exhibit 4-g

€ 100,000,000 TERM LOAN FACILITY

CREDIT AGREEMENT

by and among

NORDSON HOLDINGS S.a.r.l. & Co. KG

as Borrower,

NORDSON CORPORATION

as Parent Guarantor

THE BANKS PARTY HERETO

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

as Administrative Agent

and

Dated as of August 23, 2013

TABLE OF CONTENTS


		PAGE
Article I. DEFINITIONS
Section 1.01	Definitions
Section 1.02	Accounting and Legal Principles, Terms and Determinations		15
Section 1.03	Terms Generally		15

Article II. AMOUNT AND TERMS OF CREDIT			16
Section 2.01	Amount and Nature of Credit		16
Section 2.02	Conditions To Loans and Conversion/Continuation of Loans		16
Section 2.03	Payments, Etc		18
Section 2.04	Prepayment		19
Section 2.05	Fees		20
Section 2.06	Computation of Interest and Fees; Default Rate		20
Section 2.07	Extension of Maturity Date		20

Article III. INCREASED CAPITAL; TAXES, ETC			20
Section 3.01	Increased Costs		20
Section 3.02	Tax Law, Etc		21
Section 3.03	Euro Deposits Unavailable or Interest Rate Unascertainable		25
Section 3.04	Indemnity		25
Section 3.05	Changes in Law Rendering Euro Loans Unlawful		25
Section 3.06	Funding		25
Section 3.07	Capital Adequacy		26
Section 3.08	Application of Provisions		26
Section 3.09	Replacement of Banks		26

Article IV. CONDITIONS PRECEDENT			27
Section 4.01	Loan Documents		27
Section 4.02	Good Standing Certificate		27
Section 4.03	Legal Opinion		27
Section 4.04	Agent Fee Letter; Legal Fees		27
Section 4.05	Closing Certificate		27

Article V. COVENANTS			28
Section 5.01	Financial Statements		28
Section 5.02	Franchises		29
Section 5.03	ERISA Compliance		29
Section 5.04	Financial Covenants		29
Section 5.05	Indebtedness		29
Section 5.06	Liens		30
Section 5.07	Merger and Sale of Assets		31
Section 5.08	Acquisitions		32


Section 5.09	Affiliate Transactions	32
Section 5.10	Regulations U and X	32
Section 5.11	Notice	32
Section 5.12	Environmental Compliance	33
Section 5.13	Restricted Payments	33
Section 5.14	Use of Proceeds	33
Section 5.15	Restrictive Agreements	33
Section 5.16	Guaranties of Payment; Guaranty Under Material Indebtedness Agreement	33
Section 5.17	Pari Passu Ranking	34
Section 5.18	Terrorism Sanctions Regulations	34

Article VI. REPRESENTATIONS AND WARRANTIES		34
Section 6.01	Organization; Subsidiary Preferred Equity	34
Section 6.02	Power and Authority	35
Section 6.03	Compliance with Laws	35
Section 6.04	Litigation and Administrative Proceedings	35
Section 6.05	Title to Assets	36
Section 6.06	Liens and Security Interests	36
Section 6.07	Tax Returns	36
Section 6.08	Environmental Laws	36
Section 6.09	Employee Benefit Plans	37
Section 6.10	Consents or Approvals	37
Section 6.11	Solvency	37
Section 6.12	Financial Statements	38
Section 6.13	Regulations	38
Section 6.14	Investment Company; Holding Company	38
Section 6.15	Defaults	38
Section 6.16	Anti-Terrorism Law Compliance	38
Section 6.17	Anti-Money Laundering/International Trade Law Compliance	38

Article VII. EVENTS OF DEFAULT		39
Section 7.01	Payments	39
Section 7.02	Special Covenants	39
Section 7.03	Other Covenants	39
Section 7.04	Representations and Warranties	39
Section 7.05	Cross Default	39
Section 7.06	ERISA Default	39
Section 7.07	Change Of Control	39
Section 7.08	Money Judgment	39
Section 7.09	Validity of Loan Documents	40
Section 7.10	Insolvency	40

Article VIII. REMEDIES UPON DEFAULT		40
Section 8.01	Optional Defaults	40
Section 8.02	Automatic Defaults	41
Section 8.03	Offsets	41
Section 8.04	Equalization Provision	41


Article IX. THE AGENT		41
Section 9.01	Appointment and Authorization	42
Section 9.02	Note Holders	42
Section 9.03	Consultation With Counsel	42
Section 9.04	Documents	42
Section 9.05	Agent and Affiliates	42
Section 9.06	Knowledge of Default	42
Section 9.07	Action By Agent	42
Section 9.08	Notices, Default, Etc	42
Section 9.09	Indemnification of Agent	43
Section 9.10	Successor Agent	43
Section 9.11	No Reliance on Agent’s Customer Identification Program	43
Section 9.12	USA Patriot Act	43

Article X. MISCELLANEOUS		44
Section 10.01	Banks’ Independent Investigation	44
Section 10.02	No Waiver; Cumulative Remedies	44
Section 10.03	Amendments; Consents	44
Section 10.04	Notices	45
Section 10.05	Costs, Expenses and Taxes	45
Section 10.06	Indemnification	45
Section 10.07	Obligations Several; No Fiduciary Obligations	46
Section 10.08	Execution In Counterparts	46
Section 10.09	Binding Effect; Borrower’ Assignment	46
Section 10.10	Assignments	46
Section 10.11	Participations	48
Section 10.12	Severability Of Provisions; Captions; Attachments	49
Section 10.13	Investment Purpose	49
Section 10.14	Entire Agreement	50
Section 10.15	Governing Law; Submission to Jurisdiction	50
Section 10.16	Legal Representation of Parties	50
Section 10.17	JURY TRIAL WAIVER	50

LIST OF SCHEDULES AND EXHIBITS

Schedules:


Schedule 1		-		Banks and Commitments

Exhibits


EXHIBIT A	-	NOTE
EXHIBIT C	-	NOTICE OF LOAN
EXHIBIT D	-	COMPLIANCE CERTIFICATE
EXHIBIT E	-	FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT F	-	GUARANTY OF PAYMENT OF DEBT

CREDIT AGREEMENT

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of August 23, 2013, among the following:

(i) NORDSON HOLDINGS S.a.r.l. & Co. KG, a German partnership (“Borrower”)

(ii) NORDSON CORPORATION, an Ohio corporation (“Parent Guarantor”);

(iii) the financial institutions from time to time a party hereto (including any such institution that becomes a party hereto pursuant to Section 10.10 hereof, collectively, “Banks”, and individually each a “Bank”); and

(iv) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent for the Banks under this Agreement (in such capacity as Administrative Agent, “Agent”).

WITNESSETH:

WHEREAS, Borrower and the Banks desire to contract for the establishment of a One Hundred Million Euros (€100,000,000) term loan facility, to be made available to Borrower upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions . As used in this Agreement, the following terms shall have the following meanings:

“2011 NYLIM Note Purchase Agreement” shall mean the Note Purchase and Private Shelf Agreement, dated as of June 30, 2011, pursuant to which Parent Guarantor issued and sold Seventy-Five Million Dollars ($75,000,000) in aggregate principal amount of its Senior Notes and may issue and sell up to an additional One Hundred Million Dollars ($100,000,000) of its Senior Notes.

“2012 Senior Note Purchase Agreement” shall mean the Master Note Purchase Agreement, dated as of July 26, 2012, pursuant to which Parent Guarantor issued and sold Two Hundred Million Dollars ($200,000,000) of its Senior Notes.

“Acquisition” shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person, or (c) the acquisition of another Person (other than Borrower or a Subsidiary) by a merger or consolidation or any other combination with such Person.

“Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Bank in respect of the Debt, if such payment results in that Bank having more than its pro rata share of the Debt then outstanding, than was the case immediately before such payment.

“Affiliate” shall mean with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, and “control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly of, the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent Fee Letter” shall mean the Agent Fee Letter, dated as of August 23, 2013, among Borrower and Agent.

“Agreement” shall have the meaning provided in the first paragraph hereof.

“Anti-Terrorism Law” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Margin” shall mean:

(a) for the period from the Closing Date until the first adjustment date pursuant to clause (b) hereafter, Level IV on the pricing grid below; and

(b) commencing with the financial statements for FQE July 31, 2013, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on September 1, 2013 and continue until the Maturity Date :


Leverage Ratio	Euro Margin	Base Rate Margin
Level I-_Greater than 3.25 to 1.00	162.50 basis points	62.50 basis points

Level II-Greater than 2.75 to 1.00, but less than or equal to 3.25 to 1.00	137.50 basis points	37.50 basis points

Level III-Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00	112.50 basis points	12.50 basis points

Level IV-Greater than 1.25 to 1.00, but less than or equal to 2.00 to 1.00	92.50 basis points	0.00 basis points

Level V-Greater than 0.50 to 1.00, but less than or equal to 1.25 to 1.00	82.50 basis points	0.00 basis points

Level VI-Less than or equal to 0.50 to 1.00	75.00 basis points	0.00 basis points

Changes to the Applicable Margin shall be effective on the first day of the month following the date upon which Agent received, or, if earlier, Agent should have received, pursuant to Section5.02 (a) and (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.06 hereof, the rights of Agent and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof.

“Assignment Agreement” shall mean an Assignment and Assumption Agreement in the form of the attached Exhibit E .

“Authorized Officer” shall mean (i) in the case of Borrower, its chief executive officer, its chief financial officer, its treasurer, or any vice president of Borrower designated as an “Authorized Officer” of Borrower for the purpose of this Agreement in an Officer’s Certificate executed by Borrower’s chief executive officer or chief financial officer and delivered to the Agent and (ii) in the case of the Agent or any Bank, any vice president, senior vice president or person holding an equivalent or greater title of the Agent or any Bank. Any action taken under this Agreement on behalf of Borrower by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Borrower and whom Agent or any Bank in good faith believes to be an Authorized Officer of Borrower at the time of such action shall be binding on Borrower even though such individual shall have ceased to be an Authorized Officer of Borrower, and any action taken under this Agreement on behalf of the Agent or any Bank by any individual who on or after the date of this Agreement shall have been an Authorized Officer of the Agent or such Bank and whom Borrower in good faith believes to be an Authorized Officer of the Agent or such Bank at the time of such action shall be binding on the Agent or such Bank even though such individual shall have ceased to be an Authorized Officer of the Agent or such Bank.

“Bank” and “Banks” has the meaning set forth in the first paragraph of this Agreement.

“Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the ECB Target Rate, plus 3.0%. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Base Rate Loan” shall mean a Loan described in Section 2.01 hereof on which Borrower shall pay interest at a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Base Rate.

“Borrower” shall have the meaning set forth in the first paragraph of this Agreement.

“Business Day” shall mean a day of the year on which banks are not required or authorized to close in New York, New York, and, if the applicable Business Day relates to any Euro Loan, on which dealings are carried on in the London interbank eurodollar market.

“Capital Distribution” shall mean a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of Parent Guarantor or any Subsidiary or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of Parent Guarantor or any Subsidiary of Borrower in respect of Parent Guarantor’s or any Subsidiary’s capital stock or other equity interest, including, but not limited to, any Share Repurchase.

“Cash Equivalent” shall mean any debt instrument that would be deemed a cash equivalent in accordance with GAAP.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (a) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the Exchange Act) other than the Current Management Team, of shares representing more than fifty percent (50%) of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of Parent Guarantor; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent Guarantor by persons who were neither (i) nominated by the board of directors of Parent Guarantor nor (ii) appointed by directors so nominated; or (c) the occurrence of a change of control, or other similar provision, as defined in any Material Indebtedness Agreement.

“CIP Regulations” shall have the meaning provided in Section 9.11 hereof.

“Closing Date” shall mean the effective date of this Agreement, which date is August 23, 2013.

“Code” shall mean the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Commitment” shall mean the obligation hereunder, of each Bank to participate in the making of Loans on the Closing Date up to the aggregate amount set forth opposite such Bank’s name under the column headed “Commitment Amount” as set forth on Schedule 1 .

“Commitment Percentage” shall mean, at any time for any Bank, a percentage obtained by dividing such Bank’s Commitment by the Total Commitment Amount. The Commitment Percentage for each Bank as of the Closing Date is set forth opposite such Bank’s name under the column headed “Commitment Percentage” as described in Schedule 1 hereto.

“Company” shall mean Borrower, Parent Guarantor or a Subsidiary.

“Companies” shall mean Borrower, Parent Guarantor and all their respective Subsidiaries.

“Compliance Authority” shall mean each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) SEC.

“Compliance Certificate” shall mean a certificate, substantially in the form of the attached Exhibit D .

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” shall mean the resultant consolidation of the financial statements of Parent Guarantor and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 5.01(a) and (b) hereof.

“Consolidated Depreciation and Amortization Charges” shall mean, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) as well as impairments thereof and any losses traced to the write-off of goodwill, fixed assets, leasehold improvements and general intangibles associated with the disposal or exiting of a business of Parent Guarantor or any of its Subsidiaries for such period, all as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated EBIT” shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (a) income taxes, (b) Consolidated Interest Expense, and (c) any non-cash charges.

“Consolidated EBITDA” shall mean, for any period, Consolidated EBIT plus Consolidated Depreciation and Amortization Charges.

“Consolidated Interest Expense” shall mean, for any period, the interest expense of Parent Guarantor for such period, as determined on a Consolidated basis and in accordance with GAAP, and shall include that portion of the expenses of a Permitted Receivables Facility that would be the equivalent to interest expense if Parent Guarantor obtained funding in a manner that would give rise to interest expense, in an amount approximately equal to the amount of the Permitted Receivables Facility.

“Consolidated Net Earnings” shall mean, for any period, the net income (loss) of Parent Guarantor for such period, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Total Assets” shall mean the book value of all assets of Parent Guarantor and its Subsidiaries, as determined on a Consolidated basis and in accordance with GAAP, based upon the financial statements of Parent Guarantor for the most recently completed fiscal quarter.

“Consolidated Trailing EBITDA” shall mean the sum of (a) Consolidated EBITDA, plus (b)(i) without duplication, the EBITDA of Subsidiaries acquired by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such EBITDA of Subsidiaries acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to the Agent minus (ii) the EBITDA of Subsidiaries disposed of by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters.

“Consolidated Trailing Interest Expense” shall mean the sum of (a) Consolidated Interest Expense, plus (b)(i) without duplication, the interest expense of Subsidiaries acquired by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such interest expense of such Subsidiaries acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to the Agent, minus (ii) the interest expense of Subsidiaries disposed of by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters.

“Consolidated Trailing Net Earnings” shall mean the sum of (a) Consolidated Net Earnings, plus (b)(i) without duplication, the Net Earnings of Subsidiaries acquired by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such Net Earnings of such Subsidiaries acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to the Agent, minus (ii) the Net Earnings of Subsidiaries disposed of by Parent Guarantor and its Subsidiaries during the most recently completed four (4) fiscal quarters.

“Controlled Group” shall mean Borrower, Parent Guarantor, and each Person required to be aggregated with Borrower or Parent Guarantor under Code Sections 414(b), (c), (m) or (o).

“Covered Entity” shall mean Borrower, Parent Guarantor, their respective Affiliates and Subsidiaries, all Guarantors, any pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Borrower acting in any capacity in connection with the Loans.

“Current Management Team” shall mean any group comprised of the chief executive officer, the chief operating officer, the chief financial officer and other senior management of Borrower (or any combination thereof) as in place on the Closing Date, and their respective spouses and children (and/or trusts of which the only beneficiaries are such members of senior management and their respective spouses and children) or any “group” (within the meaning of Rule 13d under the Exchange Act) that includes at least three (3) of such members of senior management, together with their “affiliates” and “associates” (within the meaning of Rule 12b-2 under the Exchange Act).

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent to be the Published Rate on such day.

“Debt” shall mean, collectively, all Indebtedness incurred by Borrower to Agent and the Banks pursuant to this Agreement and includes the principal amount of and interest (including any interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allocable in such proceeding) on all Loans and each extension, renewal or refinancing thereof in whole or in part, the fees and any prepayment fees and other amounts payable hereunder.

“Default” shall mean any of the events specified in Article VII, whether or not any requirement for such event to become an Event of Default has been satisfied.

“Default Rate” shall mean, with respect to any Loan, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto, and, with respect to any other amount, if no rate is specified or available, then two percent (2%) in excess of the Base Rate.

“Defaulting Bank” shall mean any Bank that (a) has failed, within two Business Days of the date required to be funded or paid, to pay over to the Agent or any Bank any other amount required to be paid by it hereunder, (b) has become the subject of a Bankruptcy Event or (c) has failed at any time to comply with the provisions of Section 8.04.

As used in this definition, the term “Bankruptcy Event” means, with respect to any Person, such Person or such Person’s direct or indirect parent company becoming the subject of a bankruptcy or insolvency proceeding, or having had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Authority or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Depreciation and Amortization Charges” shall mean, with respect to any Person for any period, in accordance with GAAP, the aggregate of all such charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of such Person as well as impairments thereof and any losses traced to the write-off of goodwill, fixed assets, leasehold improvements and general intangibles associated with the disposal or exiting of a business by such Person for such period.

“Derived Euro Rate” shall mean with respect to a Euro Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the LIBOR Rate.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Dollar Equivalent” shall mean, with respect to any amount of any currency, as of any date of computation, the equivalent amount of such currency expressed in Dollars.

“EBITDA” shall mean for any period, all Net Earnings in accordance with GAAP for such period, plus the aggregate amounts deducted in determining such Net Earnings in respect of (a) income taxes, (b) interest expense, and (c) Depreciation and Amortization Charges, in accordance with GAAP.

“ECB Target Rate” shall mean the target rate set by the European Central Bank.

“Eligible Assignee” shall have the meaning given to such term in Section 10.10(a).

“Environmental Laws” shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by the government of the United States of America or any other applicable country or sovereignty or by any state or municipality thereof or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as Parent Guarantor within the meaning of section 414(b) of the Code, or any trade or business which is under common control with Parent Guarantor within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk of the imposition of an excise tax or any other liability on Parent Guarantor or of the imposition of a Lien on the assets of Parent Guarantor or its Subsidiaries; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to Parent Guarantor; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee

to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B, that, as to (a) through (k) above, would reasonably be likely to have or result in a Material Adverse Effect.

“ERISA Plan” shall mean an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

“Euro” and the sign “€” shall mean the lawful currency of the member states of the European Union which adopted the Council Regulation E.C. No. 1103/97 dated June 17. 1997 passed by the Council of the European Union, or, if different, then the lawful currency of the member states of the European Union that participate in the third stage of the Economic and Monetary Union.

“Euro Loan” shall mean a Loan described in Section 2.01 hereof on which Borrower shall pay interest at a rate based upon the LIBOR Rate.

“Event of Default” shall mean any of the events specified in Article VII, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.09) or (ii) such Bank changes its lending office, except in each case to the extent that, pursuant to Section 3.02 amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.02(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Syndicated Credit Agreement” shall mean that certain Credit Agreement dated as of December 9, 2011 by and among Parent Guarantor and the financial institutions party thereto as the same may be amended, modified, restated, supplemented, replaced or refinanced from time to time.

“Exposure” shall mean, at any time, the sum of the aggregate principal Dollar amount of all Loans outstanding.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Financial Officer” shall mean any of the following officers: chief executive officer, president, vice president-finance, chief financial officer, controller or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Borrower or Parent Guarantor.

“Foreign Bank” shall mean a Bank that is not a U.S. Person.

“FQE October 31” shall mean, for any fiscal year of Parent Guarantor, Parent Guarantor’s fiscal quarter of such year ending on or about October 31.

“GAAP” shall have the meaning given to such term in Section 1.02.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” shall mean a Person that pledges its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker or co-borrower, endorser or Person that agrees conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

“Guarantor of Payment” shall mean Parent Guarantor and any Subsidiary that executes and delivers a Guaranty of Payment on or after the Closing Date, or any other Person that shall deliver a Guaranty of Payment to the Agent or any Bank on or after the Closing Date.

“Guaranty of Payment” shall mean guaranty in the form and substance attached hereto as Exhibit F duly completed to the reasonable satisfaction to the Agent.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”, whether or not so stated.

“Indebtedness” shall mean, for Parent Guarantor or any Subsidiary (excluding in all cases trade payables payable in the ordinary course of business by Parent Guarantor or such Subsidiary), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, in each case, incurred outside of the ordinary course of business, (c) all obligations under conditional sales or other title retention agreements (other than a true consignment), in each case, incurred outside of the ordinary course of business, (d) all obligations (contingent or otherwise) under any letter of credit or banker’s acceptance (other than commercial, trade or other letters of credit entered into in the ordinary course business), (e) all synthetic leases, (f), all obligations of Parent Guarantor or such Subsidiary with respect to the repurchase of assets under asset securitization financing programs, including but not limited to, the Permitted Receivables Facility, and (g) all material obligations arising outside the ordinary course of business to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Interest Adjustment Date” shall mean the last day of each Interest Period.

“Interest Coverage Ratio” shall mean, for the most recently completed four (4) fiscal quarters of Parent Guarantor, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Trailing EBITDA to (b) Consolidated Trailing Interest Expense, as determined as of the conclusion of most recently completed fiscal quarter in accordance with Parent Guarantor’s customary financial reporting practices.

“Interest Period” shall mean, with respect to a Euro Loan, a period of one (1), two (2), three (3) or six (6) months, as selected by Borrower in accordance with Section 2.02 hereof, commencing on the applicable date of borrowing or conversion of such Euro Loan and on each Interest Adjustment Date with respect thereto; provided, however, that if any such period would be affected by prepayment or conversion rights or obligations as provided in Section 2.01 or Section 3.05 hereof, or maturity of Euro Loans as provided in Section 2.01 hereof, Borrower shall not select a period that extends beyond the date of such prepayment, conversion or maturity; if Borrower fails to select a new Interest Period with respect to an outstanding Euro Loan at least three (3) Business Days prior to the Interest Adjustment Date applicable to such Euro Loan, Borrower shall be deemed to have converted such Euro Loan to a Base Rate Loan at the end of the then current Interest Period.

“Leverage Ratio” shall mean, at any time, for the most recently completed four (4) fiscal quarters of Parent Guarantor, on a Consolidated basis and in accordance with GAAP, the ratio of (a)(i) Total Indebtedness minus (ii) the aggregate amount of cash, Cash Equivalents and other marketable securities of Borrower and its Subsidiaries that are not subject to a Lien (other than a Lien in favor of the Agent for the benefit of the Banks) as set forth on the financial statements of Parent Guarantor and its Subsidiaries for the most recently completed fiscal quarter to (b) Consolidated Trailing EBITDA, all as determined as of the conclusion of most recently completed fiscal quarter in accordance with Borrower’s customary financial reporting practices.

“LIBOR Rate” shall mean, with respect to a Euro Loan, for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which Euro deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which Euro deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Euro Loan and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00. LIBOR may also be expressed by the following formula:

LIBOR Rate =

London interbank offered rates quoted by Bloomberg

or appropriate successor as shown on Bloomberg Page BBAM1

The Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“Lien” shall mean any mortgage, security interest, lien (statutory or other), charge, encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any (real or personal) or asset.

“Loan” shall mean a loan in Euros made by the Banks to Borrower pursuant to Section 2.01 hereof.

“Loan Documents” shall mean, collectively, this Agreement, each Note, each Guaranty of Payment, the Agent Fee Letter and any other documents relating to any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

“Loan Party” shall mean Borrower and each Guarantor of Payment.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of Parent Guarantor and its Subsidiaries taken as a whole, or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Agent of the Banks hereunder or thereunder.

“Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of Parent Guarantor or any Subsidiary in an amount equal to or greater than the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to five percent (5%) of Consolidated Total Assets.

“Maturity Date” shall mean August 30, 2016, unless extended pursuant to Section 2.07.

“Multiemployer Plan” shall mean a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

“Net Earnings” shall mean, for any period, the net income (loss) for such period, determined in accordance with GAAP.

“Non-Consenting Bank” shall mean any Bank that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Banks in accordance with the terms of Section 10.03 and (ii) has been approved by the Required Banks.

“Note” shall mean any note delivered pursuant to Section 2.01 of this Agreement.

“Note Purchase Agreements” shall mean, collectively, the 2011 NYLIM Note Purchase and the 2012 Senior Note Purchase Agreement.

“Notice of Loan” shall mean a Notice of Loan in the form of the attached Exhibit C .

“Obligor” shall mean (a) a Person whose credit or any of whose property is pledged to the payment of the Debt and includes, without limitation, any Guarantor of Payment, and (b) any signatory to a Related Writing.

“Organizational Documents” shall mean, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.09).

“Participant” shall have the meaning provided to such term in Section 10.11(c).

“Participant Register” shall have the meaning specified in Section 10.11(c).

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor or replacement entity thereto under ERISA.

“Pension Plan” shall mean an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

“Permitted Receivables Facility” shall mean an accounts receivable facility whereby Parent Guarantor or its Subsidiaries sell or transfer the accounts receivables of Parent Guarantor or its Subsidiaries to the Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as (a) no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility is guaranteed by Parent Guarantor or any Subsidiary, (b) there is no recourse or obligation to Parent Guarantor or any Subsidiary (other than the Receivables Subsidiary) whatsoever other than pursuant to customary representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Permitted Receivables Subsidiary, and (c) neither Parent Guarantor nor any Subsidiary (other than the Receivables Subsidiary) provides, either directly or indirectly, any other credit support of any kind (excluding credit insurance or similar third party credit support obtained in the ordinary course of business) in connection with such Permitted Receivables Facility other than as set forth in subpart (b) of this definition.

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any other entity.

“Plan” shall mean any employee pension benefit plan (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by Borrower or any ERISA Affiliate.

“Prime Rate” shall mean the interest rate established from time to time by Agent as Agent’s prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

“Priority Indebtedness” shall mean, without duplication, the sum of (a) all Indebtedness of Subsidiaries permitted by Section 5.05(i) and (b) all Indebtedness of Borrower secured by any Liens permitted by Section 5.06(g).

“Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “ Money Rates ” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which Euro deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Agent).

“Receivables Related Assets” shall mean accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing.

“Receivables Subsidiary” shall mean a Wholly-Owned Subsidiary of Parent Guarantor that is established as a “bankruptcy remote” Subsidiary for the sole purpose of acquiring and selling accounts receivable under the Permitted Receivables Facility and that shall not engage in any activities other than in connection with the Permitted Receivables Facility.

“Recipient” shall mean (a) the Agent and (b) any Bank, as applicable.

“Related Writing” shall mean each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by Borrower, any Subsidiary or any Obligor, or any of their respective officers, to the Banks pursuant to or otherwise in connection with this Agreement.

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law.

“Reportable Event” shall mean a reportable event as that term is defined in Title IV of ERISA, except actions of general applicability by the Secretary of Labor under Section 110 of such Act.

“Required Banks(s)” shall mean the holders of greater than fifty percent (50%) of the aggregate principal amount of those outstanding Loans. The Exposure of any Defaulting Bank shall be disregarded in determining Required Banks at any time.

“Restricted Payment” shall mean, with respect to Borrower, Parent Guarantor or any Subsidiary, (a) any Capital Distribution, or (b) any amount paid by Borrower or Parent Guarantor in repayment, redemption, retirement, repurchase, direct or indirect, of any Subordinated Indebtedness.

“Sanctioned Country” shall mean a country subject to a sanctions program maintained by any Compliance Authority.

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

“SEC” shall mean the United States Securities Exchange Commission.

“Share Repurchase” shall mean the purchase, repurchase, redemption or other acquisition by Parent Guarantor from any Person of any capital stock or other equity interest of Parent Guarantor.

“Subordinated”, as applied to Indebtedness, shall mean that the Indebtedness has been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to the Agent and the Required Banks) in favor of the prior payment in full of the Debt.

“Subordinated Indebtedness” shall mean, for Borrower, Parent Guarantor or any Subsidiary any Indebtedness that is Subordinated.

“Subsidiary” of Borrower or Parent Guarantor or any of their Subsidiaries shall mean (i) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by Borrower, Parent Guarantor or by one or more other Subsidiaries of Borrower or Parent Guarantor or by Borrower, Parent Guarantor and one or more Subsidiaries of Borrower or Parent Guarantor, (ii) a partnership or limited liability company of which Borrower or Parent Guarantor, one or more other Subsidiaries of Borrower or Parent Guarantor or Borrower or Parent Guarantor and one or more Subsidiaries of Borrower or Parent Guarantor , directly or indirectly, is a general partner or managing member, as the case may be, that, or otherwise, has the power to direct the policies, management and affairs thereof, or (iii) any other Person (other than a corporation) in which Borrower or Parent Guarantor, one or more other Subsidiaries of Borrower or Parent Guarantor or Borrower or Parent Guarantor and one or more Subsidiaries of Borrower or Parent Guarantor , directly or indirectly, has at least a majority interest in the Voting Power or the power to direct the policies, management and affairs thereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Commitment Amount” shall mean the principal amount of One hundred million Euros (€100,000,000); provided, however, that, for the purposes of determining the Total Commitment Amount, Agent may, in its discretion, calculate the outstanding balance of any Loan on any Business Day selected by Agent.

“Total Indebtedness” shall mean, at any time, on a Consolidated basis, all Indebtedness of Parent Guarantor, including, but not limited to, current, long-term and Subordinated Indebtedness, if any, and all Indebtedness under the Permitted Receivables Facility.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in paragraph Section 3.02(f).

“Voting Power” shall mean, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“Welfare Plan” shall mean an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

“Wholly-Owned Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company or other entity, except for director’s qualifying shares or shares required to be owned individually due to country specific regulations regarding ownership or control of the organization or operation of such entity, all of the securities or other ownership interest of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are at the time directly or indirectly owned by such Person.

Section 1.02 Accounting and Legal Principles, Terms and Determinations . All references in this Agreement to “generally accepted accounting principles” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Interim financial statements otherwise prepared in accordance with GAAP shall be deemed to comply with such principles subject to year-end adjustments and notwithstanding the absence of footnotes Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited consolidated financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with the most recent audited consolidated financial statements of Parent Guarantor and its Subsidiaries made available pursuant to Section 5.01(b) or, if no such statements have been so delivered, the most recent audited financial statements referred to in Section 5.01(a). Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

Section 1.03 Terms Generally . The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

ARTICLE II.

AMOUNT AND TERMS OF CREDIT

Section 2.01 Amount and Nature of Credit . Subject to the terms and conditions of this Agreement, each Bank, for itself and not one for any other, agrees to participate in Loans made hereunder on the Closing Date.

Borrower shall have the option to choose any combination of (a) Base Rate Loans, or (b) Euro Loans. No Loans may be borrowed after August 31, 2013. Borrower shall be entitled to repay Loans in whole or in part, but once repaid a Loan may not be re-borrowed.

The obligation of each Bank to make Loans to the Borrower shall be in the proportion that such Bank’s Commitment bears to the Commitments of all Banks to the Borrower, but each Bank’s Loan to the Borrower shall never exceed its Commitment. The failure of any Bank to make a Loan shall not relieve any other Bank of its obligations to make a Loan nor shall it impose any additional liability on any other Bank hereunder. The Banks shall have no obligation to make Loans hereunder after the Closing Date. The Commitments are not revolving credit commitments, and the Borrower shall not have the right to borrow, repay and reborrow under this Section 2.01. The Loans shall be due and payable in full on the Maturity Date.

Borrower shall pay interest on the unpaid principal amount of Base Rate Loans made to it outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable on the last day of each June, September, December and March of each year and at the maturity thereof.

Borrower shall pay interest on the unpaid principal amount of each Euro Loan made to it outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Euro Rate. Interest on such Euro Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period).

At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.02 hereof, the Banks shall convert outstanding Base Rate Loans to Euro Loans at any time and shall convert outstanding Euro Loans to Base Rate Loans on any Interest Adjustment Date.

The obligation of Borrower to repay Loans made to it by each Bank pursuant to this Section 2.01 and to pay interest thereon shall be evidenced by a Note of Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Commitment.

Section 2.02 Conditions To Loans and Conversion/Continuation of Loans . The obligation of the Banks to make, continue or convert any Loan, is conditioned, in the case of the borrowing, conversion or continuation hereunder, upon:

(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;

(b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (New York, New York time) two (2) Business Days prior to the proposed date of borrowing or conversion, and, with respect to Euro Loans, by 11:00 A.M. (New York, New York time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (New York, New York time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (New York, New York time), with the amount in federal or other immediately available funds, required of it. If Agent elects to advance the proceeds of such Loan prior to receiving funds from such Bank, Agent shall have the right, upon prior notice to Borrower, to debit any account of the Borrower or otherwise receive from Borrower, on demand, such amount, in the event that such Bank fails to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Bank at the ECB Target Rate in the event that such Bank shall fail to provide its portion of the Loan on the date requested and Agent elects to provide such funds;

(c) Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One Million Euros (€1,000,000), increased by increments of Two Hundred Thousand Euros (€200,000); or (ii) a Euro Loan shall be in an amount of not less than Five Million Euros (€5,000,000);

(d) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan would exist;

(e) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, except to the extent that any thereof expressly relate to an earlier date; and

(f) the proceeds of such Loans will be used (i) for general corporate purposes of the Borrower, and (ii) to pay fees and expenses related to this Agreement.

At no time shall Borrower request that Euro Loans be outstanding for more than ten (10) different Interest Periods, at any time, and, if Base Rate Loans are outstanding, then Euro Loans shall be limited to nine (9) different Interest Periods.

Each request by Borrower for the conversion or continuation of a Loan hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (d), (e) and (f) above.

Each request for a Euro Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such Euro Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

Section 2.03 Payments, Etc .

(a) Payments Generally . Each payment made hereunder by Borrower shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

(b) Payments in Euros . With respect to (i) any Loan, or (ii) any other payment to Agent and the Banks that is not covered by subsection (a) hereof, all such payments (including prepayments) to Agent and the Banks of the principal of or interest on such Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by Borrower under this Agreement, shall be made in Euros. All payments described in this subsection (b) shall be remitted to Agent by wire transfer not later than 11:00 A.M. (New York, New York time) on the due date thereof in immediately available funds for the credit of the Agent on behalf of the Banks, SWIFT ID BOTKGB2L, A/C#GB82 BOTK 3001 0900 0011 07, attention to Ligia Castro, Loan Operations Dept., Reference: Nordson Holdings S.a.r.l. & Co. KG. Any such payments received by Agent after 11:00 A.M. (New York, New York time) shall be deemed to have been made and received on the next following Business Day.

(c) Payments Net of Taxes . All payments under this Agreement or any other Loan Document by Borrower or any other Obligor shall be made absolutely net of, without deduction or offset for, and altogether free and clear of, any and all present and future taxes, levies, deductions, charges and withholdings and all liabilities with respect thereto, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof), excluding income and franchise taxes imposed on any Bank (and withholding relating thereto) other than such income or franchise taxes arising solely from such Bank having executed, delivered or performed its obligations or received a payment under, or enforced the Loan Documents, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof). If Borrower or other Obligor is compelled by law to deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges or withholdings, then Borrower or such Obligor, as the case may be, shall pay such additional amounts as may be necessary in order that the net payments after such deduction, and after giving effect to any United States or foreign jurisdiction (or any state or political subdivision thereof) income taxes required to be paid by the Banks in respect of such additional amounts, shall equal the amount of interest provided in Section 2.01 hereof for each Loan plus any principal then due. In each such case, Borrower shall provide to the applicable Bank evidence demonstrating that such taxes or levies have been paid.

(d) Payments to Banks . Upon Agent’s receipt of payments hereunder, Agent shall immediately distribute to each Bank its ratable share, if any, of the amount of principal, interest, and fees received by it for the account of such Bank. Each Bank shall record any principal, interest or other payment, the principal amounts of Base Rate Loans and Euro Loans, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Bank, by such method as such Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of Borrower under the Notes. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to such Loans set forth on the records of Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal and interest owing and unpaid with respect to each Loan.

(e) Timing of Payments . Whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Note, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Note; provided, however, that, with respect to any Euro Loan, if the next succeeding Business Day falls in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

Section 2.04 Prepayment .

(a) Right to Prepay . Borrower shall have the right, at any time or from time to time, to prepay, on a pro rata basis for all of the Banks, all or any part of the principal amount of the Loans then outstanding, as designated by Borrower, plus interest accrued on the amount so prepaid to the date of such prepayment; and

(b) Prepayment Fees .

(i) Prepayments of Base Rate Loans shall be without any premium or penalty;

(ii) In any case of prepayment (or, any assignment pursuant to Section 3.09(ii)) of a Euro Loan, Borrower agrees that if the reinvestment rate with respect to the amount of such Euro Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the LIBOR Rate applicable to the Euro Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Euro Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Euro Loan that is to be prepaid divided by (2) three hundred sixty (360) but no additional premium or penalty shall apply. In addition, Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon Borrower’s receipt of a written statement from Agent.

(c) Notice of Prepayment . Borrower shall give Agent written notice of prepayment of any Base Rate Loan by not later than 11:00 A.M. (New York, New York time) on the Business Day such prepayment is to be made and written notice of the prepayment of any Euro Loan not later than 1:00 P.M. (New York, New York time) three (3) Business Days prior to the Business Day on which such prepayment is to be made.

(d) Minimum Amount . Each prepayment of a Euro Loan by Borrower shall be in the aggregate principal amount of not less than Five Million Euros (€5,000,000), except in the case of a mandatory prepayment in connection with Article III hereof.

(e) Application of Prepayment . All prepayments required pursuant to this Section 2.04 shall first be applied among the Base Rate Loans, then to Euro Loans.

Section 2.05 Fees . Borrower shall pay to Agent the fees set forth in the Agent Fee Letter.

Section 2.06 Computation of Interest and Fees; Default Rate . With the exception of Base Rate Loans, interest on Loans and fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed. Anything herein to the contrary notwithstanding, if an Event of Default shall occur and be continuing hereunder, at the option of Agent or the Required Banks, the principal of each Loan, the unpaid interest thereon and any other amounts owing hereunder shall bear interest, until paid, at the Default Rate. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law.

Section 2.07 Extension of Maturity Date . Not earlier than 180 days prior to, nor later than 30 days prior to the then effective Maturity Date, Borrower may, on up to two (2) annual occasions, upon written notice to the Administrative Agent (which shall promptly notify the Banks) and satisfaction of the following conditions, extend the Maturity Date by one (1) year. The extension of the Maturity Date shall become effective on the date on which the following conditions precedent have been satisfied: (i) Administrative Agent shall have received the written notice referred to above, (ii) Borrower shall have paid to the Administrative Agent, for the benefit of each Bank, an extension fee, which fee shall be due and payable for each extension, in an amount equal to 5 basis points multiplied by the amount of Loan, and (iii) no default or Event of Default exists or is continuing.

ARTICLE III.

INCREASED CAPITAL; TAXES, ETC.

Section 3.01 Increased Costs .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (on a net basis) against assets of, deposits with or for the account of, or credit extended or participated in by, any Bank (except any reserve requirement reflected in the LIBOR Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iii) impose on any Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Bank or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Bank, or such other Recipient of participating in, or to reduce the amount of any sum received or receivable by such Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Bank or other Recipient, Borrower will pay to such Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Certificates for Reimbursement . A certificate of a Bank setting forth the amount or amounts necessary to compensate such Bank or its holding company, as the case may be, as specified in paragraph (a) of this Section and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay such Bank, the amount shown as due on any such certificate within 10 days after receipt thereof.

(c) Delay in Requests . Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Bank notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 3.02 Tax Law, Etc .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by Borrower . Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by Borrower . Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Bank (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

(d) Indemnification by the Banks . Each Bank shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that Borrower have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by the Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Agent to the Bank from any other source against any amount due to the Agent under this paragraph (d).

(e) Evidence of Payments . As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 3.02, Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(f) Status of Banks .

(i) Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Agent, at the time or times reasonably requested by Borrower or the Agent, such properly completed and executed documentation reasonably requested by Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Agent as will enable Borrower or the Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.02(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(ii) Without limiting the generality of the foregoing.

(A) any Bank that is a U.S. Person shall deliver to Borrower and the Agent on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax;

(B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), whichever of the following is applicable:

(i) in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Bank is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate acceptable to Borrower , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Agent as may be necessary for Borrower and the Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes, a creditable tax or tax credit (hereinafter for this section referred to as a “Tax Refund”) as to which it has been indemnified pursuant to this Section 3.02 (including by the payment of additional amounts pursuant to this Section 3.02), it shall pay to the indemnifying party an amount equal to such Tax Refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such Tax Refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such Tax Refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 3.02, Section 3.01, Section 3.04 and Section 3.07 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.03 Euro Deposits Unavailable or Interest Rate Unascertainable . In respect of any Euro Loan, in the event that Agent shall have determined that for Euro Loans, that Dollar deposits in the relevant amount for the relevant Interest Period for such Euro Loan are not available to Agent in the applicable Euro market, or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate applicable to such Interest Period, as the case may be, Agent shall promptly give notice of such determination to Borrower and (a) any notice of a conversion of an existing Base Rate Loan to a Euro Loan shall be deemed a notice to continue a Base Rate Loan, and (b) Borrower shall be obligated either to prepay, or with respect to a Euro Loan, to convert to a Base Rate Loan, any outstanding Euro Loan on the last day of the then current Interest Period with respect thereto.

Section 3.04 Indemnity . Without prejudice to any other provisions of this Article III, Borrower hereby agrees to indemnify each Bank against any loss or expense that such Bank may sustain or incur as a consequence of any default by Borrower in payment when due of any amount hereunder in respect of any Euro Loan, including, but not limited to, any loss of profit, premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose of making or maintaining such Euro Loan, as determined by such Bank in the exercise of its sole but reasonable discretion. A certificate as to any such loss or expense shall be promptly submitted by such Bank to the Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof.

Section 3.05 Changes in Law Rendering Euro Loans Unlawful . If at any time any Change in Law shall make it unlawful for any Bank to fund any Euro Loan that it is committed to make hereunder, the commitment of such Bank to fund such Euro Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrower and Agent declare that its commitment with respect to such Euro Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Euro market of any Euro Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower, Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Euro Loan (if a Euro Loan) to a Base Rate Loan or prepay such Euro Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.04 hereof.

Section 3.06 Funding . Each Bank may, but shall not be required to, make Euro Loans hereunder with funds obtained outside the United States or such Loans may be made through a branch or affiliate of any Bank.

Section 3.07 Capital Adequacy . If any Bank shall have determined, after the Closing Date, that a Change in Law affecting such Bank or any lending office of such Bank, if any, regarding capital adequacy (whether or not having the force of law), has or will have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such Change in Law (taking into consideration such Bank’s policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (made within one hundred eighty (180) days of such Bank becoming aware of the reason giving rise to such demand), with a copy to Agent, Borrower shall pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction. Each Bank shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Bank’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Section 3.08 Application of Provisions . Notwithstanding anything in this Agreement to the contrary, no Bank shall demand compensation for any reduction referred to in Section 3.01, Section 3.02, Section 3.03 or Section 3.07 hereof if it shall not at the time be the general policy or practice of such Bank to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Section 3.09 Replacement of Banks . If any Bank requests compensation under Section 3.01 or Section 3.07, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 3.07 or if any Bank is a Non-Consenting Bank or if any Bank is a Defaulting Bank, then Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:

(i) Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 10.10;

(ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.01, Section 3.07 or payments required to be made pursuant to Section 3.02, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable law; and

(v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank or a Defaulting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

ARTICLE IV.

CONDITIONS PRECEDENT

The effectiveness of this Agreement and the obligation of the Banks to make the Loan is subject to Borrower satisfying each of the following conditions, each in form and substance satisfactory to Agent:

Section 4.01 Loan Documents . Each of Borrower and/or Parent Guarantor shall have executed and delivered to (i) Agent, this Agreement, and each of the Loan Documents to be executed by it respectively, and (ii) in the case of Borrower only, each Bank, its Note.

Section 4.02 Good Standing Certificate . Parent Guarantor shall have delivered to Agent a good standing certificate, issued on or about the Closing Date by Ohio Secretary of State.

Section 4.03 Legal Opinion . Borrower shall have delivered to Agent opinions of counsel for Parent Guarantor from U.S. Counsel

Section 4.04 Agent Fee Letter; Legal Fees . Borrower shall have (a) paid to Agent the fees described in the Agent Fee Letter, and (b) paid all legal fees and expenses of Agent in connection with the preparation and negotiation of the Loan Documents.

Section 4.05 Closing Certificate . Parent Guarantor shall have delivered to Agent and the Banks an officer’s certificate certifying that, as of the Closing Date, (a) all conditions precedent set forth in this Article IV have been satisfied, (b) no Default or Event of Default exists nor immediately after the making of the Loan will exist, (c) each of the representations and warranties contained in Article VI hereof are true and correct as of the Closing Date, and (d) no material adverse change has occurred in the financial condition or operations of the Companies since April 30, 2013.

ARTICLE V.

COVENANTS

Borrower agrees that, so long as the Commitment remains in effect and thereafter until all of the Debt shall have been paid in full, Borrower shall perform and observe, and shall cause each other Company to perform and observe, each of the following provisions:

Section 5.01 Financial Statements . Borrower covenants that it will deliver to each Bank:

(a) within forty-five (45) days after the end of each of the first three (3) quarter-annual periods of each fiscal year of Parent Guarantor, balance sheets of Parent Guarantor as of the end of such period and statements of income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis, in accordance with GAAP and in form and detail satisfactory to the Required Banks and certified by a Financial Officer of Parent Guarantor;

(b) within ninety (90) days after the end of each fiscal year of Parent Guarantor, (i) an annual audit report of Parent Guarantor for that year prepared on a Consolidated and consolidating (but only as to Parent Guarantor and its Subsidiaries) basis, in accordance with GAAP, and in form and detail satisfactory to the Required Banks and certified by an independent public accountant satisfactory to the Required Banks, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period, provided that delivery of Parent Guarantor’s annual report for any fiscal year of Parent Guarantor on Form 10-K as filed with the SEC shall satisfy the requirements of this subpart (b)(i), and (ii) a certificate by such accountant setting forth the Defaults and Events of Default coming to its attention during the course of its audit or, if none, a statement to that effect;

(c) concurrently with the delivery of the financial statements in (a) and (b) above, a Compliance Certificate from Parent Guarantor;

(d) as soon as available, copies of all notices, reports, definitive proxy statements and other documents that are publicly available and sent by Parent Guarantor to its shareholders, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Parent Guarantor (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of Parent Guarantor’s securities; provided that publication of any of the foregoing items with the SEC shall satisfy the requirements of this subpart (d); and

(e) within ten (10) days of the written request of Agent or any Bank (with such request being made through Agent), such other information about the financial condition, properties and operations of any Company as Agent may from time to time reasonably request (but subject to any applicable law and, upon request of Borrower or Parent Guarantor, subject to customary confidentiality provisions), which information shall be submitted in form and detail satisfactory to Agent and certified by a Financial Officer of the Company or Companies in question.

Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent that any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent Guarantor posts such documents, or provides a link thereto on Parent Guarantor’s website on the Internet at the website address; or (ii) on which such documents are posted on Parent Guarantor’s behalf on an Internet website, if any, to which each Bank and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) Borrower shall deliver paper copies of such documents to the Agent or any Bank that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Bank and (ii) Borrower shall notify the Agent and each Bank (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Section 5.02 Franchises . Parent Guarantor will and shall cause each of its Subsidiaries to preserve and maintain at all times its existence, rights and franchises, except as otherwise permitted pursuant to Section 5.07 hereof; provided that Parent Guarantor shall not be required to preserve or maintain such rights or franchises where the failure to do so will not have a Material Adverse Effect.

Section 5.03 ERISA Compliance . None of Parent Guarantor or its Subsidiaries shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrower shall promptly notify each Agent of any material taxes assessed, proposed to be assessed or that Borrower has reason to believe may be assessed against Parent Guarantor or any of its Subsidiaries by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of the Consolidated Total Assets of Parent Guarantor.

Section 5.04 Financial Covenants .

(a) Leverage Ratio . Parent Guarantor shall not suffer or permit the Leverage Ratio to exceed 3.50 to 1.00.

(b) Interest Coverage Ratio . Parent Guarantor shall not suffer or permit the Interest Coverage Ratio to be less than 3.00 to 1.00.

Section 5.05 Indebtedness . Parent Guarantor will not and shall not permit any of its Subsidiaries to create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.05 shall not apply to:

(a) Loans or any Indebtedness under this Agreement;

(b) the unsecured Indebtedness under the Existing Syndicated Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000);

(c) the unsecured Indebtedness of Parent Guarantor under the 2011 NYLIM Note Purchase Agreement in an aggregate principal amount not to exceed One Hundred Seventy-five Million Dollars ($175,000,000);

(d) the unsecured Indebtedness under the 2012 Senior Notes Purchase Agreement in an aggregate amount not to exceed Two Hundred Million Dollars ($200,000,000);

(e) the unsecured Indebtedness of Parent Guarantor owing to The Bank of Tokyo-Mitsubishi UFJ, Ltd. up to the Dollar Equivalent of One Billion Japanese Yen (¥1,000,000,000);

(f) loans or capital leases to Parent Guarantor or any of its Subsidiaries for the purchase or lease of fixed assets, which loans or leases are secured by the assets being purchased or leased, so long as the aggregate then outstanding principal amount of all such loans and leases for Parent Guarantor and its Subsidiaries do not exceed the greater of (i) One Hundred Million Dollars ($100,000,000) and (ii) an amount equal to five percent (5%) of Consolidated Total Assets at any time;

(g) Indebtedness owed by Parent Guarantor or a Subsidiary (other than the Receivables Subsidiary) to Parent Guarantor or another Subsidiary (other than the Receivables Subsidiary);

(h) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so long as (a) the funded amount, together with any other Indebtedness thereunder, does not exceed the greater of (1) Two Hundred Million Dollars ($200,000,000) and (2) an amount equal to ten percent (10%) of Consolidated Total Assets at any time, and (b) Borrower provides a copy of the documents evidencing such transaction to the Agent; and

(i) additional Indebtedness of Parent Guarantor or any Subsidiary, to the extent not otherwise permitted pursuant to any of the foregoing clauses of this Section 5.05, so long as (i) Parent Guarantor will be in pro forma compliance as of the applicable measurement period with Section 5.04 hereof after giving effect to the incurrence of such Indebtedness and (ii) no Event of Default shall exist prior to or after giving effect to the incurrence of any such Indebtedness.

Section 5.06 Liens . Parent Guarantor covenants and warrants that it will not, and will not permit any Subsidiary to create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.06 shall not apply to the following:

(a) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;

(b) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (a) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (b) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(c) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of Parent Guarantor or any of its Subsidiaries;

(d) any Lien granted to Agent, for the benefit of the Banks;

(e) Liens on fixed assets securing the loans or capital leases pursuant to Section 5.05(f) hereof, provided that such Lien only attaches to the property being acquired or leased plus any such Liens existing on the date hereof;

(f) Liens on the Receivables Related Assets in connection with the Permitted Receivables Facility securing the obligations under the Permitted Receivables Facility; and

(g) any other Liens, to the extent not otherwise permitted pursuant to clauses (a) through (f) hereof, so long as the aggregate then outstanding amount of Priority Indebtedness does not exceed at any time, for Parent Guarantor and all Subsidiaries, an amount equal to fifteen percent (15%) of Consolidated Total Assets.

Parent Guarantor shall not, and shall not permit any Subsidiary (other than the Receivables Subsidiary) to, enter into any Material Indebtedness Agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to Section 5.05(b), (c), (d), (e), (f) (but only with respect to the assets the subject thereof) or (i) above) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of Borrower or any of Subsidiaries.

Section 5.07 Merger and Sale of Assets . Parent Guarantor covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (a) Parent Guarantor (provided that Parent Guarantor shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary);

(b) Parent Guarantor may sell, lease, transfer or otherwise dispose of any of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) Parent Guarantor, or (b) any Subsidiary (other than the Receivables Subsidiary);

(c) in addition to any sale, lease, transfer or other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; and

(d) in addition to any sale, lease, transfer or other disposition permitted pursuant to clauses (a) through (c) above, Parent Guarantor or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Parent Guarantor and all of its Subsidiaries does not exceed an amount equal to eleven percent (11.0%) of Consolidated Total Assets during any two consecutive fiscal years of Borrower.

Section 5.08 Acquisitions . Parent Guarantor covenants that it will not, and will not permit any Subsidiary to, effect an Acquisition, except that Parent Guarantor or any Subsidiary (other than the Receivables Subsidiary) may effect additional Acquisition provided that (i) if such Acquisition is a merger or consolidation with Parent Guarantor, Parent Guarantor shall be the surviving entity and if such Acquisition is a merger or consolidation with a Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (ii) the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such Acquisition; and (iii) no Event of Default shall then exist or immediately thereafter shall begin to exist.

Section 5.09 Affiliate Transactions . Parent Guarantor covenants that it will not, and will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Parent Guarantor or its Subsidiaries on terms that are less favorable to Parent Guarantor or such Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit (i) the payment of customary and reasonable directors’ fees to directors who are not employees of Parent Guarantor or its Subsidiaries or any Affiliate thereof; or (ii) any transaction, including, but not limited to the transactions contemplated pursuant to the Permitted Receivables Facility, between Parent Guarantor and an Affiliate that Parent Guarantor reasonably determines in good faith is beneficial to Parent Guarantor and its Affiliates as a whole and that is not entered into for the purpose of hindering the exercise by the Agent or any Bank of its rights or remedies under this Agreement or any other Loan Document.

Section 5.10 Regulations U and X . No Company shall take any actions that would result in any non-compliance of the Loans with Regulations U and X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

Section 5.11 Notice. Parent Guarantor covenants that it will promptly notify the Agent and the Banks whenever, to the knowledge of a Financial Officer (a) any Default or Event of Default is highly likely to occur hereunder, (b) any default, or event with which the passage of time or the giving of notice, or both, would cause a default, shall have occurred under any Material Indebtedness Agreement (including, without limitation, the Note Purchase Agreements so long as each is a Material Indebtedness Agreement), or (c) any Reportable Compliance Event.

Section 5.12 Environmental Compliance . Except where the failure to do so would not have or result in a Material Adverse Effect, Parent Guarantor covenants that it will, and shall cause each Subsidiary to, (i) comply in all respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which Parent Guarantor or any Subsidiary owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise and (ii) not allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which Parent Guarantor or any of its Subsidiaries holds any interest or performs any of its operations, in violation of any Environmental Law. Parent Guarantor shall defend, indemnify and hold the Agent and the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of Parent Guarantor or any of its Subsidiaries with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Section 5.13 Restricted Payments. Parent Guarantor covenants that it will not make or commit itself to make any Restricted Payment if an Event of Default shall then exist or immediately thereafter shall begin to exist.

Section 5.14 Use of Proceeds . Borrower’s use of the proceeds of the Loans shall be solely as required in Section 2.02(f) hereof.

Section 5.15 Restrictive Agreements . Except as set forth in this Agreement, Parent Guarantor covenants that it will not, and will not permit any Subsidiary (excluding the Receivable Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (excluding the Receivables Subsidiary) to (a) make, directly or indirectly, any Capital Distribution to Parent Guarantor; (b) make, directly or indirectly, loans or advances or capital contributions to Parent Guarantor; or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary (excluding the Receivables Subsidiary) to Parent Guarantor, except for such encumbrances or restrictions existing under or by reason of (1) applicable law, (2) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (3) customary restrictions in security agreements or mortgages securing Indebtedness of Parent Guarantor or its Subsidiaries to the extent such restrictions only restrict the transfer of the property subject to such security agreement or mortgage or (4) customary and reasonable restrictions in agreements necessary to obtain loans and credit facilities so long as such restrictions do not materially encumber the ability of the Subsidiaries taken as a whole to make Capital Distributions.

Section 5.16 Guaranties of Payment; Guaranty Under Material Indebtedness Agreement . Parent Guarantor covenants that it will not permit any Subsidiary to become a Guarantor in respect of any Indebtedness under a Material Indebtedness Agreement (including, without limitation, the Note Purchase Agreements, so long as each is a Material Indebtedness Agreement) unless, prior to or concurrently therewith (i) Parent Guarantor shall have caused each such Subsidiary to execute and deliver to the Agent and the Banks a Guaranty of Payment, in form and substance substantially similar to form of guaranty furnished under such Material

Indebtedness Agreement and otherwise completed in a manner satisfactory to the Agent, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and (ii) if any holder of any Indebtedness under the Material Indebtedness Agreement shall be or become a party to an intercreditor agreement with any other holder of any Indebtedness under any other Material Indebtedness Agreement, then all holders of Indebtedness under any other Material Indebtedness Agreement with respect to which any Subsidiary is a Guarantor shall have entered into an intercreditor agreement in form and substance customary and appropriate for such agreement and otherwise reasonably satisfactory to the Agent.

Section 5.17 Pari Passu Ranking . Parent Guarantor covenants that its obligations under the Guaranty of Payment shall, and that it will, and will cause each Subsidiary to, take all necessary action to ensure that the obligations of Parent Guarantor under this Agreement shall, at all times rank at least pari passu in right of payment (to the fullest extent permitted by law) with all other senior unsecured Indebtedness of Parent Guarantor and its Subsidiaries.

Section 5.18 Terrorism Sanctions Regulations . Parent Guarantor covenants that it will not, and will not permit any Subsidiary to, (i) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) be in violation of any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Bank from making Loans hereunder to Parent Guarantor or from otherwise conducting business with Parent Guarantor or any Subsidiaries.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

Borrower solely as to itself and, to the extent set forth below, on behalf of each of its Subsidiaries, represents and warrants that the statements set forth in this Article VI are true, correct and complete.

Section 6.01 Organization; Subsidiary Preferred Equity . Borrower is a partnership duly organized and existing in good standing under the laws of Germany, and each Subsidiary of Parent Guarantor is duly organized and existing in good standing under the laws of the jurisdiction in which it is organized. Parent Guarantor and each of such Subsidiaries have duly qualified or been duly licensed, and are authorized to do business and are in good standing, in each jurisdiction in which the ownership of their respective properties or the nature of their respective businesses makes such qualification or licensing necessary and in which the failure to be so qualified or licensed could be reasonably likely to have a Material Adverse Effect. No such Subsidiary has any outstanding shares of any class of capital stock or other equity interests which has priority over any other class of capital stock or other equity interests of such Subsidiary as to dividends or distributions or in liquidation except as may be owned beneficially

and of record by Parent Guarantor or a Wholly-Owned Subsidiary. Each Subsidiary’s legal name and its state or jurisdiction of organization has been set forth in Parent Guarantor most recent annual report on Form 10-K (excluding for any Subsidiary organized, acquired or no longer in existence since the date thereof). As of the date of this Agreement, no Subsidiary is a Guarantor with respect to any Indebtedness under any Material Indebtedness Agreement.

Section 6.02 Power and Authority . Borrower and each Subsidiary of Parent Guarantor has all requisite corporate, limited liability company or partnership, as the case may be, power to own or hold under lease and operate their respective properties which it purports to own or hold under lease and to conduct its business as currently conducted and as currently proposed to be conducted. Borrower has all requisite partnership power to execute, deliver and perform its obligations under this Agreement and other Loan Documents. The execution, delivery and performance of this Agreement and the other Loan Documents has been duly authorized by all requisite partnership action, and this Agreement and the other Loan Documents have been duly executed and delivered by authorized managers of Borrower and are valid obligations of Borrower, legally binding upon and enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of the Loan Documents will not violate any applicable law, conflict with or result in any breach in any of the provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens permitted under Section 5.06 hereof) upon any assets or property of any Company under the provisions of such Company’s Organizational Documents or any agreement.

Section 6.03 Compliance with Laws . Each Company:

(a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from federal, state, local, and foreign governmental and regulatory bodies necessary for the conduct of its business and is in compliance with all applicable laws relating thereto except where the failure to do so would not have a Material Adverse Effect;

(b) is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to do so would not have a Material Adverse Effect; and

(c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except to the extent that any such violation or default would not have a Material Adverse Effect.

Section 6.04 Litigation and Administrative Proceedings . There are (a) no lawsuits, actions, investigations, or other proceedings pending or threatened against any Company, or in respect of which any Company may have any liability, in any court or before any governmental authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or government agency or instrumentality to which any Company is a party

or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, in each case, which if determined adversely would have a Material Adverse Effect.

Section 6.05 Title to Assets . Each Company has good title to and ownership of all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.06 hereof or which the failure to have good title would not have a Material Adverse Effect.

Section 6.06 Liens and Security Interests . On and after the Closing Date, except for Liens permitted pursuant to Section 5.06 hereof, (a) there is no financing statement outstanding covering any personal property of any Company, other than a financing statement in favor of Agent, for the benefit of the Banks, if any; (b) there is no mortgage outstanding covering any real property of any Company, other than a mortgage in favor of Agent, for the benefit of the Banks, if any; and (c) no real or personal property of any Company is subject to any security interest or Lien of any kind other than any security interest or Lien that may be granted to Agent, for the benefit of the Banks. No Company (other than the Receivables Subsidiary) has entered into any contract or agreement that exists on or after the Closing Date (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to Section 5.05(b), (c), (d), (e) (but only with respect to the assets the subject thereof) or (i) above) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of any Company.

Section 6.07 Tax Returns . All foreign, federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges that are due and payable have been paid, except as otherwise permitted herein or the failure to do so does not and will not cause or result in a Material Adverse Effect. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year.

Section 6.08 Environmental Laws. Each Company is in compliance with any and all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise, except where the failure to so comply would not have a Material Adverse Effect. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company that, if determined adversely, would have a Material Adverse Effect. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law and that would have a Material Adverse Effect. As used in this

Section, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private Person or otherwise.

Section 6.09 Employee Benefit Plans . No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (except to the extent set forth in footnote 4 to Parent Guarantor’s Consolidated financial statements for the fiscal year ended October 31, 2006), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as applicable to Parent Guarantor from time to time) does not exceed the fair market value of Pension Plan assets.

Section 6.10 Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person is required to be obtained or completed by Borrower in connection with the execution, delivery or performance of any of the Loan Documents that has not already been obtained or completed.

Section 6.11 Solvency . Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that Borrower has incurred to the Banks. The Borrower is not insolvent as defined in any applicable state or federal statute, nor will Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Banks. The Borrower is not engaged or about to engage in any business or transaction for which the assets retained by it are or will constitute unreasonably small capital, taking into consideration the obligations to Agent and the Banks incurred hereunder. The Borrower does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

Section 6.12 Financial Statements. The Consolidated financial statements of Parent Guarantor for the fiscal year ended October 31, 2012 and the quarter ended on or about April 30, 2013 that are available to the Agent and the Banks, are true and complete, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending.

Section 6.13 Regulations . The Borrower is not engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) nor the use of the proceeds of any Loan will violate, or be inconsistent with, the provisions of Regulation U or X or any other Regulation of such Board of Governors.

Section 6.14 Investment Company; Holding Company . No Company is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, each as amended, or any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Section 6.15 Defaults . No Default or Event of Default exists hereunder nor will any begin to exist.

Section 6.16 Anti-Terrorism Law Compliance. No Company is subject to or in violation of any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Bank from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower.

Section 6.17 Anti-Money Laundering/International Trade Law Compliance . No Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country in violation of any law, regulation, order or directive enforced by any Compliance Authority or has any assets in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority. In addition to the foregoing, Borrower represents and warrants that (i) the proceeds of the Loans will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (ii) the funds used to repay the Loans are not derived from any unlawful activity; and (iii) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws.

ARTICLE VII.

EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default hereunder:

Section 7.01 Payments . If (a) the principal of any Loan shall not be paid in full punctually when due and payable, or (b) the interest on any Loan or any facility or other fee shall not be paid in full punctually when due and payable or within five (5) Business Days thereafter.

Section 7.02 Special Covenants . If any Company or Obligor shall fail or omit to perform and observe Section 5.04, Section 5.05, Section 5.06, Section 5.07, Section 5.08 or Section 5.13 hereof.

Section 7.03 Other Covenants . If any Company or Obligor shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Section 7.01 or Section 7.02 hereof) contained or referred to in this Agreement or any Related Writing that is on such Company’s or Obligor’s part, as the case may be, to be complied with, and that Default shall not have been fully corrected within thirty (30) days after the giving of written notice thereof to Borrower by Agent or any Bank that the specified Default is to be remedied.

Section 7.04 Representations and Warranties . If any representation, warranty or statement made in or pursuant to this Agreement or any Related Writing or any other material information furnished by any Company or any Obligor to the Agent or the Banks shall be false or erroneous.

Section 7.05 Cross Default . If any Company or Obligor shall default in the payment in an amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) of principal, interest or fees due and owing upon any other obligation for borrowed money (other than any of the Debt) in excess, for all such obligations for all such Companies and Obligors, of the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets beyond any period of grace provided with respect thereto, or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created beyond any period of grace provided with respect thereto, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

Section 7.06 ERISA Default . The occurrence of one or more ERISA Events that (a) the Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company in excess of the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets.

Section 7.07 Change Of Control . If any Change of Control shall occur.

Section 7.08 Money Judgment . A final judgment or order for the payment of money shall be rendered against any Company or Obligor by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be

effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments for all such Companies and Obligors shall exceed the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets.

Section 7.09 Validity of Loan Documents . (a) Any material provision, in the reasonable opinion of Agent, of any Loan Document shall at any time for any reason cease to be valid and binding and enforceable against Borrower or any Company; (b) the validity, binding effect or enforceability of any material provision of any Loan Document against Borrower or any Company shall be contested by such Company or any other Obligor; (c) Borrower or any Guarantor of Payment shall deny that it has any or further liability or obligation thereunder; or (d) any material provision of any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to Agent and the Banks the benefits purported to be created thereby.

Section 7.10 Insolvency . If Borrower, Parent Guarantor or any Subsidiary (other than any Subsidiary that individually, or in the aggregate when combined with all other Subsidiaries excluded from this Section 7.10 by operation of this parenthetical, has assets less than or equal to the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets) shall (a) except as permitted pursuant to Section 5.07 hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets, (e) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal or state (or the foreign equivalent)) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state (or the foreign equivalent)) relating to relief of debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in order thereby to effect any of the foregoing.

ARTICLE VIII.

REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or implication herein or elsewhere:

Section 8.01 Optional Defaults . If any Event of Default referred to in Section 7.01, Section 7.02, Section 7.03, Section 7.04, Section 7.05, Section 7.06, Section 7.07, Section 7.08 or Section 7.09 hereof shall occur, Agent may, with the consent of the Required Banks, and shall, at the request of the Required Banks, give written notice to Borrower, to accelerate the

maturity of all of the Debt (if the Debt is not already due and payable), whereupon all of the Debt shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by Borrower.

Section 8.02 Automatic Defaults . If any Event of Default referred to in Section 7.10 hereof shall occur the principal, interest and any other amounts then outstanding on all of the Notes, and all of the other Debt, shall thereupon become and thereafter be immediately due and payable in full (if the Debt is not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by Borrower.

Section 8.03 Offsets . If there shall occur or exist any Event of Default referred to in Section 7.10 hereof or if the Debt is accelerated pursuant to Section 8.01 or Section 8.02 hereof, each Bank shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all Debt then owing by Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.01 or Section 8.04 hereof), whether or not the same shall then have matured, any and all deposit balances and all other indebtedness then held or owing by that Bank to or for the credit or account of Borrower or any Guarantor of Payment, all without notice to or demand upon Borrower or any other Person, all such notices and demands being hereby expressly waived by Borrower.

Section 8.04 Equalization Provision . Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of Borrower on any indebtedness owing by Borrower to that Bank by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrower agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of Borrower in the amount of participation.

ARTICLE IX.

THE AGENT

The Banks authorize The Bank of Tokyo-Mitsubishi UFJ, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. hereby agrees to act as agent for the Banks in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions:

Section 9.01 Appointment and Authorization . Each Bank hereby irrevocably appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Neither Agent nor any of its Affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct.

Section 9.02 Note Holders . Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it, signed by such payee and in form satisfactory to Agent.

Section 9.03 Consultation With Counsel . Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered in good faith by it in accordance with the opinion of such counsel.

Section 9.04 Documents . Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or value of any Loan Documents or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

Section 9.05 Agent and Affiliates . With respect to the Loans, Agent shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not Agent, and Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Company or any Affiliate thereof.

Section 9.06 Knowledge of Default . It is expressly understood and agreed that Agent shall be entitled to assume that no Default or Event of Default has occurred (other than an Event of Default under Section 7.01 hereof), unless Agent has been notified by a Bank in writing that such Bank believes that a Default or Event of Default has occurred and is continuing and specifying the nature thereof or has been notified by Borrower pursuant to Section 5.11 hereof.

Section 9.07 Action By Agent . Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.06 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises.

Section 9.08 Notices, Default, Etc. In the event that Agent shall have acquired actual knowledge of any Default or Event of Default, Agent shall promptly notify the Banks and shall take such action and assert such rights under this Agreement as the Required Banks shall direct

and Agent shall promptly inform the other Banks in writing of the action taken. Subject to the other terms and conditions hereof, Agent may take such action and assert such rights as it deems to be advisable, in its discretion, for the protection of the interests of the holders of the Notes.

Section 9.09 Indemnification of Agent . The Banks agree to indemnify Agent (to the extent not reimbursed by Borrower) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent in its agency capacity in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by it with respect to this Agreement or any Loan Document, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting from Agent’s gross negligence, willful misconduct or from any action taken or omitted by it in any capacity other than as agent under this Agreement.

Section 9.10 Successor Agent . Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrower and the Banks. If Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks (with the consent of Borrower so long as a Default or an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Banks of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Banks appoint a successor agent. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Agent” shall mean such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement.

Section 9.11 No Reliance on Agent’s Customer Identification Program . Each Bank acknowledges and agrees that neither such Bank, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Bank’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with Borrower, any other Company, their respective Affiliates or agents, the Loan Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record keeping, (c) any comparisons with government lists, (d) any customer notices or (e) any other procedures required under the CIP Regulations or such other law.

Section 9.12 USA Patriot Act . Each Bank or assignee or participant of a Bank that is not organized under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (a) an Affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (b) subject to supervision by a banking authority regulating such Affiliated depository institution or foreign

bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that such Bank is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (i) within 10 days after the Closing Date and (ii) at such other times as are required under the USA Patriot Act.

ARTICLE X.

MISCELLANEOUS

Section 10.01 Banks’ Independent Investigation . Each Bank, by its signature to this Agreement, acknowledges and agrees that Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between Agent and such Bank. Each Bank represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Banks hereunder), whether coming into its possession before the granting of the Loans hereunder or at any time or times thereafter.

Section 10.02 No Waiver; Cumulative Remedies . No omission or course of dealing on the part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held by operation of law, by contract or otherwise.

Section 10.03 Amendments; Consents . No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such amendment, modification, termination, waiver or consent may be made with respect to (a) any increase in the Total Commitment Amount (other than pursuant to the provisions of Section 2.07) without the unanimous consent of all of the Banks, (b) the extension of the Maturity Date, the payment date of interest or principal with respect thereto, or the payment date of fees or amounts payable hereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement in each case without the unanimous consent of all of the Banks, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Banks or (f) any amendment to this Section 10.03 or Section

8.04 hereof without the unanimous consent of all of the Banks. In addition, the Commitment of any Bank may not be increased without the prior written consent of such Bank (even if such Bank is a Defaulting Bank). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks may be effected with the consent of the applicable Banks other than Defaulting Banks), except that any waiver, amendment or modification requiring the consent of all Banks that by its terms affects any Defaulting Bank disproportionately adversely relative to other affected Banks shall require the consent of such Defaulting Bank.

Section 10.04 Notices . All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to a Bank, mailed or delivered to it, addressed to the address of such Bank specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that all notices hereunder shall not be effective until received.

Section 10.05 Costs, Expenses and Taxes . Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by Borrower, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Section 10.06 Indemnification . Borrower agrees to defend, indemnify and hold harmless Agent and the Banks (and their respective Affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent or any Bank in connection with any investigative, administrative or judicial proceeding (whether or not such Bank or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Debt, or any activities of any Company or any Obligor or any of their respective Affiliates; provided that no Bank nor Agent shall have the right to be indemnified under this Section for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. All obligations provided for in this Section 10.06 shall survive any termination of this Agreement.

Section 10.07 Obligations Several; No Fiduciary Obligations . The obligations of the Banks hereunder are several and not joint. Nothing contained in this Agreement and no action taken by Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership, association, joint venture or other entity. No default by any Bank hereunder shall excuse the other Banks from any obligation under this Agreement; but no Bank shall have or acquire any additional obligation of any kind by reason of such default. The relationship among Borrower and the Banks with respect to the Loan Documents and the Related Writings is and shall be solely that of debtor and creditors, respectively, and neither Agent nor any Bank shall have any fiduciary obligation toward Borrower with respect to any such documents or the transactions contemplated thereby.

Section 10.08 Execution In Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Section 10.09 Binding Effect; Borrower’ Assignment . This Agreement shall become effective when it shall have been executed by Borrower, Agent and by each Bank and thereafter shall be binding upon and inure to the benefit of Borrower, Agent and each of the Banks and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all of the Banks.

Section 10.10 Assignments .

(a) Each Bank shall have the right, in accordance with the terms and conditions of this Section 10.10, at any time or times to assign to one or more commercial banks, finance companies, insurance companies or other financial institution or fund which, in each case, in the ordinary course of business extends credit of the type contemplated herein and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA (each an “Eligible Assignee”), without recourse, all or a percentage of all of such Bank’s Commitment, all Loans made by such Bank, such Bank’s Notes, and such Bank’s interest in any participation purchased pursuant to Section 2.01 or Section 8.04 hereof.

(b) No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any Affiliate of such Bank which Affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower’s consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder.

(c) Each assignment made pursuant to this Section 10.10 shall be in a minimum amount of the lesser of Twenty Million Euros (€20,000,000) of the assignor’s Commitment and interest herein or the entire amount of the assignor’s Commitment and interest herein.

(d) Unless an assignment made pursuant to this Section 10.10 shall be to an Affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

(e) Unless an assignment made pursuant to this Section 10.10 shall be due to merger of the assignor or a collateral assignment for regulatory purposes, the assignor shall (i) cause the assignee to execute and deliver to Borrower and Agent an Assignment Agreement and (ii) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional amendments, assurances and other writings as Agent may reasonably require.

(f) If an assignment made pursuant to this 10.10 is to be made to an assignee that is organized under the laws of any jurisdiction other than the United States or any state thereof, the assignor Bank shall cause such assignee, at least five Business Days prior to the effective date of such assignment, (i) to represent to the assignor Bank (for the benefit of the assignor Bank, Agent and Borrower) that under applicable law and treaties no taxes will be required to be withheld by Agent, Borrower or the assignor with respect to any payments to be made to such assignee in respect of the Loans hereunder, (ii) to furnish to the assignor (and, in the case of any assignee registered in the Register (as defined below), Agent and Borrower) either (A) U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (B) United States Internal Revenue Service Forms W-8 or W-9, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and (iii) to agree (for the benefit of the assignor, Agent and Borrower) to provide the assignor Bank (and, in the case of any assignee registered in the Register, Agent and Borrower) a new Form W-8ECI or Form W-8BEN or Forms W-8 or W-9, as applicable, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

(g) Upon satisfaction of all applicable requirements specified in subparts (a) though (f) above, Borrower shall execute and deliver (i) to Agent, the assignor and the assignee, any consent or release (of all or a portion of the obligations of the assignor) required to be delivered by Borrower in connection with the Assignment Agreement, and (ii) to the assignee or the assignor (if applicable), an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor’s Note or Notes being replaced shall be returned to Borrower marked “replaced”.

(h) Upon satisfaction of all applicable requirements specified in subparts (a) though (f) above, and any other condition contained in this Section 10.10, (i) the assignee shall become and thereafter be deemed to be a “Bank” for the purposes of this Agreement, (ii) the Assignor shall be released from its obligations hereunder to the extent its interest has been assigned, (iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a “Bank” and (iv) the signature pages hereto and Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of any such assignment.

(i) Agent shall maintain at the address for notices referred to in Section 10.04 hereof a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Banks may treat each financial institution whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.

Section 10.11 Participations .

(a) Each Bank shall have the right at any time or times, without the consent of Agent or Borrower, to sell one or more participations or sub-participations to a financial institution or other “accredited investor” (as defined in SEC Regulation D), as the case may be, in all or any part of such Bank’s Commitment, such Bank’s Commitment Percentage, any Loan made by such Bank, any Note delivered to such Bank pursuant to this Agreement, and such Bank’s interest in any participation, if any, purchased pursuant to, Section 8.04 or this Section 10.11.

(b) The provisions of Article III and Section 10.06 shall inure to the benefit of each purchaser of participation or sub-participation and Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold.

(c) Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 10.03 that affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.02 (subject to the requirements and limitations therein, including the requirements under Section 3.02(f) (it being understood that the

documentation required under Section 3.02(f) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.08 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 3.01 or Section 3.02, with respect to any participation, than its participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Bank that sells a participation agrees, at Borrower’ request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.08 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.04 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(d) No participation or sub-participation shall operate as a delegation of any duty of the seller thereof.

(e) Under no circumstance shall any participation or sub-participation be deemed a novation in respect of all or any part of the seller’s obligations pursuant to this Agreement.

Section 10.12 Severability Of Provisions; Captions; Attachments . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

Section 10.13 Investment Purpose . Each of the Banks represents and warrants to Borrower that it is entering into this Agreement with the present intention of acquiring any Note issued pursuant hereto for investment purposes only and not for the purpose of distribution or resale, it being understood, however, that each Bank shall at all times retain full control over the disposition of its assets.

Section 10.14 Entire Agreement . This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

Section 10.15 Governing Law; Submission to Jurisdiction . This Agreement, each of the Notes and any Related Writing shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of Borrower and the Banks shall be governed by New York law, without regard to principles of conflict of laws. Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York, New York, over any action or proceeding arising out of or relating to this Agreement, the Debt or any Related Writing, and Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 10.16 Legal Representation of Parties . The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 10.17 JURY TRIAL WAIVER . BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

[Remainder of page intentionally left blank]

[SIGNATURE PAGE TO CREDIT AGREEMENT]

BORROWER:


Address:	Heinrich-Hertz Strabe 42-44 40699 Erkrath, Germany	Nordson Holdings S.a.r.l. & Co. KG represented by its general partner, Nordson S.a.r.l. by its managers:


		Gregory A. Thaxton Manager A


		Francois Bourgon Manager B


		Axel Wenz Manager C

PARENT GUARANTOR:

Address:

28601 Clemens Road

Westlake, Ohio 44145

Attention: Vice President,

Chief Financial Officer

NORDSON CORPORATION


By:
	Name:	Gregory A. Thaxton
	Title:	Senior Vice President, Chief Financial Officer


Address:	1251 Avenue of the Americas New York. NY 10020	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Administrative Agent and as a Bank

		By:
			Name:
			Title: a

[Other Signature Pages to Follow]

Schedule 1

Banks and Commitments


Bank	Commitment Percentage			Commitment Amount
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		100	%	€	100,000,000

Total Commitment Amount:		100.00	%	€	100,000,000

EXHIBIT A

FORM OF

NOTE


€100,000,000		August 23, 2013

FOR VALUE RECEIVED, the undersigned, NORDSON HOLDINGS S.a.r.l. & Co. KG (“Borrower”) promises to pay on the Maturity Date, as defined in the Credit Agreement (as hereinafter defined), to the order of BANK OF TOKYO-MITSUBISHI UFJ, LTD (“Bank”) at the office of BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Agent, 1251 Avenue of the Americas, New York, NY 10020-1104, the principal sum of One Hundred Million EUROS (€100,000,000) or the aggregate unpaid principal amount of all Loans, as defined in the Credit Agreement, made by Bank to Borrower pursuant to Section 2.01 of the Credit Agreement, whichever is less, in the states of the European Union. As used herein, “Credit Agreement” means the Credit Agreement dated as of August 23, 2013, among Borrower, Nordson Corporation, the banks named therein (including in their respective special agency capacities) and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

Borrower also promises to pay interest on the unpaid principal amount of each Loan from time to time outstanding, from the date of such Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.01 of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.01; provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and Euro Loans, and payments of principal of any thereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower’s obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

This Note is one of the Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind.

JURY TRIAL WAIVER . BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

[INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO NOTE]

Nordson Holdings S.a.r.l. & Co. KG

represented by its general partner, Nordson

S.a.r.l. by its managers:

Gregory A. Thaxton

Manager A

Francois Bourgon

Manager B

Axel Wenz

Manager C

EXHIBIT C

FORM OF

NOTICE OF LOAN

August 22, 2013

Bank of Tokyo-Mitsubishi UFJ, Ltd.

1251 Avenue of the Americas

New York, NY 10020-1104

Attention: Timothy Cassidy

Ladies and Gentlemen:

The undersigned, (the “Borrower”), refers to the Credit Agreement, dated as of August 23, 2013 (“Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, Nordson Corporation, as Parent Guarantor, the Banks, as defined in the Credit Agreement, and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent, and hereby gives you notice, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed Loan”) as required by Section 2.02 of the Credit Agreement:

(a) The Business Day of the Proposed Loan is August 28, 2013.

(b) The amount of the Proposed Loan is €100,000,000.

(d) If the Proposed Loan is a Euro Loan, the Interest Period requested is one month , two months , three months , six months . (Check one.)

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan:

(i) the representations and warranties contained in each Loan Document are correct, before and after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds therefrom, that constitutes a Default or Event of Default; and

(iii) the conditions set forth in Section 2.02 and Article IV of the Credit Agreement have been satisfied.

Nordson Holdings S.a.r.l. & Co. KG

represented by its general partner, Nordson

S.a.r.l. by its managers:

Gregory A. Thaxton

Manager A

Francois Bourgon

Manager B

Axel Wenz

Manager C

EXHIBIT D

FORM OF

COMPLIANCE CERTIFICATE

For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFIES THAT:

ARTICLE I. I am the duly elected [Chief Financial Officer] [Treasurer] of NORDSON CORPORATION, an Ohio corporation (“Nordson”);

ARTICLE II. I am familiar with the terms of that certain Credit Agreement, dated as of March 29, 2013, to be effective on the Effective Date (as defined in the Credit Agreement) (as defined below) among the undersigned as Parent Guarantor, Nordson Holdings S.a.r.l & Co. KG as Borrower, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Nordson and its Subsidiaries during the accounting period covered by the attached financial statements;

ARTICLE III. The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

ARTICLE IV. The representations and warranties made by Borrower contained in each Loan Document are true and correct as though made on and as of the date hereof; and

ARTICLE V. Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 5.04 of the Credit Agreement, which calculations show compliance with the terms thereof and a calculation of Consolidated Total Assets.

IN WITNESS WHEREOF, I have signed this certificate the day of August , 2013.


NORDSON CORPORATION

By:
		Name: Title:

EXHIBIT E

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “ Assignment ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement identified below (as the same may from time to time be amended, restated or otherwise modified, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:

3.	Borrower	NORDSON HOLDINGS S.a.r.l. & Co. KG

4.	Agent:	BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Agent under the Credit Agreement

5.	Credit Agreement:	The Credit Agreement dated as of August 23, 2013, to be effective on the Effective Date among NORDSON HOLDINGS S.a.r.l. & Co. KG, NORDSON CORPORATION, the Banks parties thereto and BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Agent.

Assigned Interest:


Facility Assigned	Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned		Percentage Assigned of Commitment/Loans ¹

¹	$____________________		$____________________		__________%

	$____________________		$____________________		__________%

	$____________________		$____________________		__________%

Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]

By:


Name:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:
Name:
Title:


[Consented to and] ² Accepted:

BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Agent

By:


Name:
Title:

[Consented to:] ³

NORDSON HOLDINGS S.a.r.l. & Co. KG

¹	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks thereunder.

²	To be added only if the consent of Agent is required by the terms of the Credit Agreement.

³	To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

Represented by its general partner, Nordson S.a.r.l.by its managers:

Gregory A. Thaxton

Manager A

Francois Bourgon

Manager B

Axel Wenz

Manager C

ANNEX 1

Credit Agreement

for Nordson Holdings S.a.r.l. & Co. KG

dated as of August 23, 2013

(the “Credit Agreement”)

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

and assumption agreement

ARTICLE VI.REPRESENTATIONS AND WARRANTIES.

Section 6.01 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein, collectively, the “ Credit Documents ”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

Section 6.02 Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under Section 10.10(a) of the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is an assignee described in Section 10.10(f) of the Credit Agreement, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Bank.


		1		Guaranty

ARTICLE VII.PAYMENTS. From and after the Effective Date, Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to (but excluding) the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

ARTICLE VIII.GENERAL PROVISIONS. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws .

[ End of Annex 1 ]


		2		Guaranty

EXHIBIT F

FORM OF

GUARANTY

THIS GUARANTY (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is executed as of August 23, 2013, by Nordson Corporation, an Ohio corporation (“ Guarantor ”), in favor of The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent for the Banks (together with its branches, affiliates, offices, successors and assigns, the “Agent”).

R E C I T A L S :

Whereas , Nordson Holdings S.a.r.l. & Co. KG, a German partnership (“ Borrower ”), may from time to time be indebted to the Banks pursuant to that certain Credit Agreement dated as of August 23, 2013 by and among Borrower, Guarantor, the Banks party thereto and the Agent (as amended, restated, refinanced, replaced, supplemented, extended or otherwise modified from time to time, the “ Credit Agreement ”, and together with all instruments, agreements, certificates and other documents related thereto or delivered in connection therewith, as amended, restated, refinanced, replaced, supplemented, extended or otherwise modified from time to time, the “ Loan Documents ”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.

Whereas , Borrower has not had sufficient time to provide to the Banks adequate information to allow the Banks to undertake the customary and necessary credit analysis and underwriting to permit the Banks to make loans or otherwise extend credit or other financial accommodations to Borrower under the Credit Agreement and the Loan Documents and therefore the Banks have requested that Guarantor unconditionally guarantee payment of all present and future indebtedness, obligations and liabilities of Borrower to the Banks under the Credit Agreement and the Loan Documents in accordance with the terms herein.

Whereas , Guarantor will benefit from the Banks’ loans and extensions of credit and financial accommodations to Borrower.

NOW, THEREFORE , as an inducement to the Banks to enter into or accept the Credit Agreement and the Loan Documents and to make, offer, continue or extend, as applicable, loans, credit and other financial accommodations to, or for the account of, Borrower thereunder from time to time, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Banks the prompt and punctual payment when due (whether at stated maturity, upon acceleration or otherwise, and at all times thereafter) of any and all existing and future indebtedness, obligations and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the


		3		Guaranty

Banks arising, existing or from time outstanding under the Credit Agreement or any Loan Document (together with and including all principal, interest (whether accruing before or during the pendency of any insolvency-related action), costs, attorneys’ fees, breakage costs, indemnities, reimbursements and other amounts and expenses incurred by or owing to the Banks in connection therewith, collectively, the “ Guaranteed Obligations ”). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral or other credit support therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Guarantor under this Guaranty.

2. No Setoff or Deductions; Taxes. All payments under this Guaranty shall be made to the Bank by wire transfer prior to 12:00 noon (New York City time) on the day when due in Euros for the credit of the Agent on behalf of the Banks, SWIFT ID: BOTKGB2L, A/C#: GB82BOTK 6001 0900 0011 07, attention: Ligia Castro, Loan Operations Dept., Reference: Nordson Holdings S.a.r.l & Co. KG, in immediately available funds. All payments by Guarantor hereunder shall be paid in full, without setoff, counterclaim, deduction or withholding of any nature whatsoever, including, without limitation, for any and all present and future taxes. If Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income directly attributable to the Banks) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Paragraph 2 , Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that the Banks shall receive the sum it would have received had no such deduction or withholding been made and shall also pay to the Banks, on demand, all additional amounts which the Bank specifies as necessary to preserve the after-tax yield the Banks would have received if such taxes had not been imposed. Guarantor shall promptly provide the Banks with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld. Provided, however, all payments made by the Guarantor hereunder shall be subject to the provisions of Section 3.02(g) of the Credit Agreement.

3. No Termination. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing or incurred and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and the Credit Agreement and Loan Documents, together any commitments of the Banks issued thereunder, are terminated.

4. Waiver of Notices. Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which Guarantor might otherwise be entitled.


		4		Guaranty

5. Waiver of Suretyship Defenses. Guarantor agrees that the Banks may, at any time and from time to time, and without notice to Guarantor, make any agreement with Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing credit support, or collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations or any credit support or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of credit support or collateral, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Guarantor under this Guaranty. Guarantor waives any and all defenses arising by reason of any disability or other defense of Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of Borrower, or any claim that Guarantor’s obligations exceed or are more burdensome than those of Borrower and waives the benefit of any statute of limitations affecting the liability of Guarantor hereunder. Guarantor waives any right to assert any defense of which Borrower could otherwise avail itself and waives any benefit of and any right to participate in any security now or hereafter held by the Banks. Further, Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of Guarantor.

6. Representations and Warranties. Guarantor represents and warrants that (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (ii) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (iii) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent (that has not been obtained) under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected; (iv) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect; (v) by virtue of its relationship with Borrower, the execution, delivery and performance of this Guaranty is for the direct benefit of Guarantor and it has received adequate consideration for this Guaranty; and (vi) the financial information, if any, that has been delivered to the Agent by or on behalf of Guarantor, is complete and correct in all material respects and accurately presents the financial condition and the operational results of Guarantor and since the date of the most recent financial statements delivered to the Bank, there has been no material adverse change in the financial condition or operational results of Guarantor.

7. Subordination. Guarantor hereby subordinates the payment of all obligations and indebtedness of Borrower owing to Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of Borrower to Guarantor as subrogee of the Banks or resulting from Guarantor’s performance under this Guaranty, to the indefeasible payment in full of all Guaranteed Obligations. If the Bank so requests, any such obligation or indebtedness of Borrower to Guarantor shall be enforced and performance received by Guarantor as trustee for the Banks and the proceeds thereof shall be paid over to the Agent on behalf of the Banks on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of Guarantor under this Guaranty.


		5		Guaranty

8. Subrogation, Etc. Guarantor shall exercise no right of subrogation, contribution, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are indefeasibly paid and performed in full and the Credit Agreement and the Loan Documents, together with any commitments of the Banks thereunder are terminated. If any amounts are paid to Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Banks and shall forthwith be paid to the Agent on behalf of the Banks to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

9. Exhaustion of Other Remedies Not Required. The obligations of Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. This is a guaranty of payment and not of collection. Guarantor waives diligence by the Bank and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring the Banks to exhaust any right or remedy or to take any action against Borrower, any other guarantor or any other person, entity or property before enforcing this Guaranty against Guarantor.

10. Information. Guarantor agrees to furnish promptly to the Agent any and all financial or other information regarding Guarantor as the Agent may request from time to time. Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from Borrower such information concerning the financial condition, business and operations of Borrower as Guarantor requires, and that the Agent has no duty, and Guarantor is not relying on the Agent at any time, to disclose to Guarantor any information relating to the financial condition, business or operations of Borrower.

11. Reinstatement. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or any other person or entity or otherwise, as if such payment had not been made and whether or not Banks are in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.

12. Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy or reorganization of Borrower or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by Guarantor immediately upon demand by the Bank.

13. Assignment; Amendment. This Guaranty shall (a) bind Guarantor and its successors and assigns, provided that Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Banks (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Banks and their successors and assigns and the Banks may, without notice to Guarantor and without affecting Guarantor’s obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Bank and Guarantor.


		6		Guaranty

14. No Waiver; Enforceability. No failure by the Banks to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.

15. Governing Laws; Jurisdiction. This Guaranty shall be governed by the laws of the State of New York. Guarantor hereby irrevocably (a) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York City in any action or proceeding arising out of or relating to this Guaranty, and (b) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Agent in connection with such action or proceeding shall be binding on Guarantor if sent to Guarantor by nationally recognized overnight courier service at Guarantor’s address specified below its signature block on the last page hereof or by if transmitted by facsimile to its facsimile number specified below said signature block. Guarantor agrees that the Banks may disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Banks’ possession concerning Guarantor, this Guaranty and any security or other support for this Guaranty.

16. Setoff. If and to the extent any payment is not made when due hereunder, the Banks may set off and charge from time to time any amount so due against any or all of Guarantor’s accounts or deposits with the Banks.

17. Other Guarantees. Unless otherwise agreed by the Banks and Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by Guarantor for the benefit of the Banks or any term or provision thereof.

18. Expenses. Guarantor shall pay on demand all costs and expenses (including, without limitation, reasonable attorneys’ fees) in any way relating to the enforcement or protection of the Banks’ rights under this Guaranty, including any incurred in the preservation, protection or enforcement of any rights of the Banks in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantor under the preceding sentence shall survive termination of this Guaranty.


		7		Guaranty

19. WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GUARANTOR AND THE BANKS, BY THEIR ACCEPTANCE OF THIS GUARANTY, EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[ Signature Page Follows ]


		8		Guaranty

Executed the date first stated above.


GUARANTOR:

NORDSON CORPORATION

By:
		Gregory A. Thaxton
		Senior Vice President, Chief Financial Officer
Address: 28601 Clemens Road Westlake, Ohio 44145
Facsimile No.: (216) 892-1824

Signature Page to Guaranty

Exhibit 10-a

NORDSON CORPORATION

2004 MANAGEMENT

INCENTIVE COMPENSATION PLAN

(Amended and Restated as of February 19, 2008)

1.	PLAN OBJECTIVES

The objectives of the Plan are to enhance the Corporation’s ability to attract and retain qualified employees and to provide incentives that motivate employees to achieve challenging strategic and operating objectives.

2.	DEFINITIONS

For purposes of the Plan, the following definitions will control:

“Corporation” - Nordson Corporation, its divisions and subsidiaries.

“Board” - The Board of Directors of Nordson Corporation.

“Committee” – A subcommittee of the Compensation Committee of the Board constituted in a manner consistent with the “outside director” standard of Section 162(m) of the Internal Revenue Code.

“Incentive Award’” - Awards made by the Committee under this Plan. All awards will be paid in cash unless otherwise determined by the Committee.

“Operating Cash Flow” means operating income plus depreciation, amortization and other non-cash charges such as write-downs to the acquired or carrying value of assets and charges for the impairment of goodwill and other intangible assets during such period, adjusted to eliminate the effects of expenses for restructuring or productivity initiatives and any expenses or write-offs in connection with acquisitions or divestitures, each as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to financial statements or management’s discussion and analysis.

“Plan” - This 2004 Management Incentive Compensation Plan, as amended from time to time.

“Plan Year” - The Corporation’s fiscal year.

3.	ADMINISTRATION OF THE PLAN

The Plan will be administered by the Committee. The Committee is authorized to interpret the Plan and to establish and amend guidelines necessary for Plan administration. Decisions and determinations of the Committee will be binding on all persons claiming rights under the Plan.

The Committee can amend the Plan to the extent necessary to treat the compensation payable under the Plan as qualified performance-based compensation exempt from the non-deductible limitation of Section 162(m) of the Internal Revenue Code.

4.	DESCRIPTION OF THE PLAN

At the beginning of each Plan Year, the Chief Executive Officer will submit to the Committee recommendations for the Plan Year with respect to proposed participants and Incentive Awards, and the Committee may approve or modify these recommendations.

5.	PARTICIPANTS

Participants will be selected by the Committee each Plan Year from among the executive officers of the Corporation. Directors who are employees of the Corporation will be eligible for participation.

Awards under the Plan may be made only to officers of the Corporation who are in a position to make significant contributions to the financial success of the Corporation.

In the event of termination of employment during a Plan Year by reason of disability, retirement within the provisions of the Retirement Plan or other policies of the Corporation, plant closing or divestiture of a business unit, the participant will earn a pro-rata amount of his or her Incentive Award based on the time employed prior to termination during the Plan Year and upon the Corporation’s actual performance during the entire Plan Year.

In the event of a death of a participant during the Plan Year, the participant’s beneficiary under the Corporation’s pension plan will receive a pro-rata amount based on the time employed prior to death during the Plan Year and upon the Corporation’s actual performance during the entire Plan Year.

In the event of termination of employment during a Plan Year for any other reason, participation in the Plan will be as determined by the Committee.

6.	CALCULATION OF INCENTIVE AWARDS

The Incentive Award payable under the Plan for a Plan Year is equal to 1.5% of the Company’s operating cash flow for the Plan Year, but in no event shall the incentive award exceed $2,000,000.

The Committee may not increase the amount payable under the Plan or with respect to an Incentive Award, but retains the discretionary authority to reduce the amount. The Committee may also establish factors to take into consideration in implementing its discretion, including but not limited to performance against designated performance criteria for the Plan Year, such as return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. Any of the foregoing performance criteria may apply to a participant’s Incentive Award for any period in its entirety or to any designated portion of the award opportunity, as the Committee may specify.

7.	PAYMENTS OF AWARDS

Following the end of the each Plan Year, the Committee will confirm the calculation of each participant’s Incentive Award, if any, based on the applicable formula or standard and will certify achievement of the applicable business criteria prior to payment of any award. Payment of Incentive Awards, if any, will be made, subject to deferral, following the Plan Year in which the Incentive Award was earned, but in no event later than March 15 of the calendar year next following the calendar year in which the Plan Year ends.

8.	COMMUNICATION OF THE PLAN

After performance results are known and the Committee certifies achievement, the Chief Executive Officer, or his designee, will communicate to each participant the specific performance factors, the Incentive Award levels, and the manner in which awards will be paid.

9.	TERM OF THE PLAN

The Plan will remain in effect until terminated by the Committee.

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 continues to be a director or officer of Nordson and for five years thereafter, D&O insurance covering the Indemnified Party the terms of which (including limits of liability, retention amounts, and scope of coverage) are at least as favorable to the Indemnified Party as the D&O insurance maintained by Nordson at the date of this Agreement. Nordson will not, however, be required to purchase and maintain such D&O insurance if it is unavailable or the Board of Directors of Nordson, in its reasonable business judgment, determines that the amount of the premium is substantially disproportionate to the amount or scope of the coverage provided.

3. ADDITIONAL INDEMNIFICATION OF INDEMNIFIED PARTY.

(a) Subject only to the exclusions set forth in Section 3(b), Nordson will further indemnify the Indemnified Party against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him (the “Expenses”) in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of Nordson, to which he is or was a party or is threatened to be made a party (a “Proceeding”) by reason of the fact that he is or was a director, officer, employee, or agent of Nordson, or is or was serving at the request of Nordson as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise.

(b) The indemnification provided by Section 3(a) will not be paid by Nordson with respect to any claim:

(i) for which payment is actually made to the Indemnified Party under any D&O insurance purchased and maintained by Nordson, except to the extent that the aggregate amount of the expenses for which the Indemnified Party is otherwise entitled to indemnification under Section 3(a) exceeds the amount of such payment; (ii) based upon or attributable to the Indemnified Party gaining in fact any personal profit or advantage to which he was not legally entitled;

(iii) for an accounting of profits made from the purchase or sale by the Indemnified Party of securities of Nordson within the meaning of Section 16(b) of the Securities Act of 1934 and amendments thereto or similar provisions of any state statutory law or common law;

(iv) brought about or contributed to by the dishonesty of the Indemnified Party; however, notwithstanding the foregoing, the Indemnified Party will be indemnified under Section 3(a) as to any claims upon which suit may be brought against him, by reason, of any alleged dishonesty on the part of the

Indemnified party, unless a judgment or other final adjudication thereof adverse to the Indemnified Party establishes that acts of active and deliberate dishonesty committed by the Indemnified Party with actual dishonest purpose and intent were material to the cause of action so adjudicated.

4. NOTIFICATION AND DEFENSE OF CLAIMS. The Indemnified Party will give to Nordson, as soon as practicable, written notice of any claim made against him for which indemnification will or could be sought under this Agreement. The failure to give such notice will not, however, relieve Nordson of its obligations under this Agreement. In addition, the Indemnified Party and Nordson will cooperate with each other in the defense of any such claim.

5. PAYMENT OF EXPENSES. At the Indemnified Party’s request, Nordson shall pay the Expenses as and when incurred by the Indemnified Party, after receipt of written notice pursuant to Section 4 above and an undertaking, in form satisfactory to Nordson, by or on behalf o the Indemnified Party to repay the amounts so paid on the Indemnified Party’s behalf if it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified by Nordson for the Expenses pursuant to law, the Regulations, or this Agreement, in each case as in effect on the date hereof or as hereafter in effect by virtue of any amendment, modification, or supplement. Expenses that represent attorneys’ fees or other costs incurred in defending any proceeding shall be paid by Nordson within thirty days of its receipt of such request, together with reasonable documentation of the amount and nature of the Expenses, subject to receipt of the notice and the undertaking described in the preceding sentence of this Section 5.

6. NON-EXCLUSIVITY. Nothing in this Agreement will be deemed to diminish or otherwise restrict the right of the Indemnified Party to indemnification or recovery under the Regulations, any D&O insurance maintained by Nordson, or otherwise.

7. SEVERABILITY. If any provision or provisions of this Agreement are held to be unenforceable, the other provisions of this Agreement will remain in full force and effect.

8. GOVERNING LAW. This Agreement will be governed by and construed in accordance with Ohio law.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.


NORDSON CORPORATION

By

Indemnified Party

Exhibit 10-g-1

NORDSON CORPORATION

2004 LONG-TERM PERFORMANCE PLAN

(Amended and Restated as of February 19, 2008)

1. Purpose .

The Nordson Corporation 2004 Long-Term Performance Plan (the “Plan”) is designed to foster and promote the long-term growth and performance of the Company by: (a) enhancing the Company’s ability to attract and retain qualified Directors and employees and (b) motivating Directors and employees through stock ownership and other incentives. To achieve this purpose, the Plan provides authority for the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, and other incentives and the maintenance of an employee stock purchase program.

2. Definitions .

(a) “ Affiliate ” – This term has the meaning given to it in Rule 12b-2 under the Exchange Act; provided, however, that (i) for purposes of determining whether any person may be a Participant with respect to any grant of Incentive Stock Options, the term “Affiliate” has the meaning given to the term “Subsidiary” in Section 424 of the Code, as interpreted by the regulations thereunder and applicable law; and (ii) for purposes of determining whether any person may be a Participant with respect to any grant of Stock Options or Stock Appreciation Rights that are intended to be exempt from Section 409A of the Code, the term “Affiliate” means any corporation or other entity as to which Nordson Corporation is an “eligible issuer of service recipient stock” (within the meaning of 409A of the Code).

(b) “ Award ” – The grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, Stock Purchase Rights, Cash Awards, and other incentives under this Plan.

(c) “ Award Agreement ” — Any agreement between the Company and a Participant that sets forth terms, conditions, and restrictions applicable to an Award.

(d) “ Board of Directors ” – The Board of Directors of the Company.

(e) “ Cash Award ” – This term has the meaning given to it in Section 6 (b) (v).

(f) “ Change in Control ” – A “Change of Control” means if at any time any of the following events shall have occurred after the date of the adoption of this Plan (except as may be otherwise prescribed by the Committee in an Award Agreement or Notice of Award):

(i) any person (other than Nordson Corporation, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of Nordson Corporation, or any Person organized, appointed, or established by Nordson Corporation 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, 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, by the Eric T. Nord and Jane B. Nord Trusts for Grandchildren, by the Nord Family Foundation (or any successor to the Nord Family Foundation), and by the Eric and Jane Nord Foundation shall be excluded; for purposes of determining whether the Walter G. Nord Trust, the Eric T. Nord and Jane B. Nord Trusts for Grandchildren, the Nord Family Foundation (or any successor) , or the Eric and Jane Nord Foundation, together with each of their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be excluded; for purposes of determining whether the Nord Family Foundation (or any successor) together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Eric and Jane Nord Foundation will be excluded; and, for purposes of determining whether the Eric and Jane Nord Foundation, together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Nord Family Foundation (or any successor) will be excluded) . For purposes of this Section 2(f) (i) , the terms “Affiliates, “Associates,” “Beneficial Owner,” and “Person” will have the meanings given to them in the Second Restated Rights Agreement, dated as of May 1, 2003, between Nordson Corporation and National City Bank, as Rights Agent, as amended from time to time.

(ii) At any time during a period of 24 consecutive months, individuals who were Directors at the beginning of the period no longer constitute a majority of the members of the Board of Directors, unless the election, or the nomination for election by Nordson Corporation’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 Corporation with another corporation in which Nordson Corporation 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 Corporation, or (C) the dissolution of Nordson Corporation.

(iv) Any person who proposes to make a “control share acquisition” of Nordson Corporation, within the meaning of Section 1701.01(Z) of the Ohio General Corporation Law, submits or is required to submit an acquiring person statement to Nordson Corporation.

(g) “ Code ” – The Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

(h) “ Committee ” – The Compensation Committee of the Board of Directors, or any other committee of the Board of Directors that the Board of Directors authorizes to administer this Plan. The Committee will be constituted in a manner that satisfies all applicable legal requirements. If necessary, actions will be taken by a subcommittee of the Compensation Committee.

(i) “ Common Shares ” or “ shares ” – Common Shares without par value of Nordson Corporation, including authorized and unissued shares and treasury shares.

(j) “ Company ” – Nordson Corporation, an Ohio corporation, and its direct and indirect subsidiaries.

(k) “ Continuing Director ” – A Director who was a Director prior to a Change in Control or was recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors then in office.

(l) “ Covered Employee ” – A Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

(m) “ Director ” – A director of Nordson Corporation.

(n) “ Exchange Act ” – Securities Exchange Act of 1934, and any law that supersedes or replaces it, as amended from time to time.

(o) “ Fair Market Value ” of Common Shares shall mean, on any particular date, (i) if the Common Shares are listed on a national securities exchange, the closing price as reported for composite transactions on the exchange, (ii) if the Common Shares are not listed on an exchange but transactions in the Common Shares are reported in the NASDAQ Global Select Market system, the closing price as reported in the NASDAQ National Market system on the date the Award is granted, and (iii) if either of the methods referred to in (i) or (ii) become impracticable for any reason, the value determined using a method established by the Committee on a basis consistent with regulations under the Code.

(p) “ Holder ” – The Participant or eligible transferee (as such eligibility may be determined from time to time by the Committee) who holds an Award.

(q) “ Incentive Stock Option ” – A Stock Option that meets the requirements of Section 422 of the Code.

(r) “ Notice of Award ” – Any notice by the Committee to a Participant that advises the Participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable to an Award.

(s) “ Operating Cash Flow ” means operating income plus depreciation, amortization and other non-cash charges such as write-downs to the acquired or carrying value of assets and charges for the impairment of goodwill and other intangible assets during such period, adjusted to eliminate the effects of expenses for restructuring or productivity initiatives and any expenses or write-offs in connection with acquisitions or divestitures, each as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to financial statements or management’s discussion and analysis.

(t) “ Participant ” – Any person to whom an Award has been granted under this Plan.

(u) “ Performance Objectives ” – The measurable performance objective or objectives established pursuant to this Plan for Participants. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of an Affiliate, division, department, region or function within the Company or Affiliate in which the Participant is employed. The Performance Objectives may be made relative to the performance of other corporations. The Performance Objectives applicable to any award to a Covered Employee that is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code shall be based on specified levels of or growth in one or more of the following criteria: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. The foregoing business criteria may be clarified by reasonable definitions adopted from time to time by the Committee, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances (including those events and circumstances described in Section 4(c) of this Plan) render the Performance Objectives unsuitable, the Committee may in its discretion modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Covered Employee to the extent that such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(v) “ Restricted Stock ” – An Award of Common Shares that are subject to restrictions or risk of forfeiture.

(w) “ Rule 16b-3 ” – Rule l6b-3 under the Exchange Act, or any rule that supersedes or replaces it, as amended from time to time.

(x) “ Stock Appreciation Right ” – This term has the meaning given to it in Section 6(b)(i).

(y) “ Stock Award ” – This term has the meaning given to it in Section 6(b)(ii).

(z) “ Stock Equivalent Unit ” – An Award that is valued by reference to the value of Common Shares.

(aa) “ Stock Option ” – This term has the meaning given to it in Section 6(b)(iii).

(bb) “ Stock Purchase Right ” – This term has the meaning given to it in Section 6(b)(iv).

3. Eligibility .

All key employees of the Company and its Affiliates and all Directors are eligible for the grant of Awards. The selection of the employees and Directors to receive Awards will be within the discretion of the Committee. More than one Award may be granted to the same employee or Director.

4. Common Shares Available for Awards; Adjustment .

(a) Number of Common Shares . The aggregate number of Common Shares that may be subject to Awards granted under this Plan in any fiscal year of the Company during the term of this Plan will be two and one half percent (2.5%) of the number of Common Shares outstanding as of the first day of that fiscal year.

The assumption of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of Common Shares available in any fiscal year for the grant of Awards under this Plan.

Common Shares subject to an Award that is forfeited, terminated, or canceled without having been exercised (other than Common Shares subject to a Stock Option that is canceled upon the exercise of a related Stock Appreciation Right) will again be available for grant under this Plan, without reducing the number of Common Shares available in any fiscal year for grant of Awards under this Plan.

Notwithstanding anything in this Section 4(a), or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 4(c) of this Plan, (i) the aggregate number of Common Shares actually issued or transferred upon the exercise of Incentive Stock Options shall not exceed 1,000,000 Common Shares; (ii) no Participant shall be granted Stock Options and Stock Appreciation Rights, in the aggregate, for more than 250,000 Common Shares during any fiscal year of the Company; and (iii) no Participant shall be granted Restricted Stock awards that specify Performance Objectives, in the aggregate, for more than 75,000 Common Shares during any fiscal year of the Company.

Finally, each Participant that receives, in any one fiscal year, an award of Stock Equivalent Units, Cash Awards, performance share units payable in shares or other similar awards specifying the attainment of Operating Cash Flow during any fiscal year or years (the “Performance Period”) will be eligible to receive a maximum aggregate payout as of their date of payment with a value equal to 1.0% of Operating Cash Flow during the Performance Period, but

in no event shall such payout have a value greater than $4,000,000. The Committee may not increase the amount payable under any such Award but retains the discretionary authority to reduce the amount. The Committee may also establish factors to take into consideration in implementing its discretion, including but not limited to performance against designated performance criteria for the Performance Period, such as return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. Any of the foregoing performance criteria may apply to a participant’s Award for any period in its entirety or to any designated portion of the Award opportunity, as the Committee may specify.

(b) No Fractional Shares . No fractional shares will be issued, and the Committee will determine the manner in which the value of fractional shares will be treated.

(c) Adjustment . In the event of any change in the Common Shares by reason of a merger, consolidation, reorganization, reclassification, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to shareholders (other than normal cash dividends), the Committee will adjust the number and class of shares that may be issued under this Plan (including the number of Common Shares that may be subject to Awards granted to any Participant in any fiscal year under Section 4(a)), the number and class of shares subject to outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value of the Common Shares and other value determinations applicable to outstanding Awards. In no event shall any adjustment be required under this Section 4(c) to the extent the Committee determines that such action (i) would cause any Stock Option intended to qualify as an Incentive Stock Option to fail so to qualify, or (ii) would cause an Award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding Award.

5. Administration .

(a) Committee . This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the eligible employees and Directors who will receive Awards, (ii) grant Awards, (iii) determine the number and types of Awards to be granted to employees and Directors, (iv) determine the terms, conditions, vesting periods, and restrictions applicable to Awards, (v) adopt, alter, and repeal administrative rules and practices governing this Plan, (vi) interpret the terms and provisions of this Plan and any Awards granted under this Plan, (vii) prescribe the forms of any Notices of Award, Award Agreements, or other instruments relating to Awards, and (viii) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members.

(b) Delegation . The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3, the performance-based compensation exception to Section 162(m) of the Code, or to meet any other applicable legal requirements.

(c) Decisions Final . All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, will be final and binding on all persons.

6. Awards .

(a) Grant of Awards . The Committee will determine the type or types of Awards to be granted to each Participant and will set forth in the related Notice of Award or Award Agreement the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted singly or in combination or tandem with other Awards. Awards may also be granted in replacement of, or in substitution for, other awards granted by the Company, whether or not granted under this Plan; without limiting the foregoing, if a Participant pays all or part of the exercise price or taxes associated with an Award by the transfer of Common Shares or the surrender of all or part of an Award (including the Award being exercised), the Committee may, in its discretion, grant a new Award to replace the Common Shares that were transferred or the Award that was surrendered. The Company may assume awards granted by an organization acquired by the Company or may grant Awards in replacement of, or in substitution for, any such awards.

(b) Types of Awards . Awards may include, but are not limited to, the following:

(i) Stock Appreciation Right – A right to receive a payment, in cash or Common Shares, equal to the excess of (A) the Fair Market Value, or other specified valuation, of a specified number of Common Shares on the date the right is exercised over (B) the Fair Market Value, or other specified valuation, on the date the right is granted, all as determined by the Committee. The right may be conditioned upon the occurrence of certain events, such as a Change in Control of the Company, or may be unconditional, as determined by the Committee. The exercise price or base price of a Stock Appreciation Right may not be less than the Fair Market Value of the Common Shares on the date the Stock Appreciation Right is granted (which date will not be earlier than the date on which the Committee takes action with respect thereto).

(ii) Stock Award – An Award that is made in Common Shares, Restricted Stock, or Stock Equivalent Units or that is otherwise based on, or valued in whole or in part by reference to, the Common Shares. All or part of any Stock Award may be subject to conditions, restrictions, and risks of forfeiture, as and to the extent established by the Committee. Stock Awards may be based on the Fair Market Value of the Common Shares, or on other specified values or methods of valuation, as determined by the Committee.

(iii) Stock Option – A right to purchase a specified number of Common Shares, during a specified period of time, and at a specified exercise price, all as determined by the Committee. A Stock Option may be an Incentive Stock Option or a

Stock Option that does not qualify as an Incentive Stock Option. In addition to the terms, conditions, vesting periods, and restrictions established by the Committee, Incentive Stock Options must comply with the requirements of Section 422 of the Code. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code on the date of grant The exercise price of a Stock Option may not be less than the Fair Market Value of the Common Shares on the date the Stock Option is granted (which date will not be earlier than the date on which the Committee takes action with respect thereto).

(iv) Stock Purchase Right – A right to participate in a stock purchase program, including but not limited to a stock purchase program that meets the requirements of Section 423 of the Code.

Among other requirements, Section 423 currently provides that (A) only employees of Nordson Corporation, or of any direct or indirect “subsidiary” of Nordson Corporation (as defined in Section 424 of the Code) designated by the Committee, may receive Stock Purchase Rights that qualify under Section 423 (“Section 423 Rights”), (B) Section 423 Rights may not be granted to any Participant who, immediately after the Section 423 Rights are granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Nordson Corporation, (C) Section 423 Rights must be granted to all employees of Nordson Corporation, and of any direct or indirect subsidiary of Nordson Corporation designated by the Committee, except that there may be excluded (1) employees who have been employed less than two years, (2) employees whose customary employment is 20 hours or less per week, (3) employees whose customary employment is for not more than five months in any calendar year, and (4) highly compensated employees (within the meaning of Section 414(q) of the Code) , (D) all employees granted Section 423 Rights must have the same rights and privileges, except that the number of Common Shares that may be purchased by any employee upon exercise of Section 423 Rights may bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employee, (E) the exercise price of Section 423 Rights may not be less than the lesser of (1) eighty-five percent (85%) of the Fair Market Value of the Common Shares at the time Section 423 Rights are granted or (2) eighty-five percent (85%) of the Fair Market Value of the Common Shares at the time the Section 423 Rights are exercised; (F) Section 423 Rights cannot be exercised after the expiration of 27 months from the date the Section 423 Rights are granted, and (G) no employee may be granted Section 423 Rights, under this Plan and any other plans of Nordson Corporation and its subsidiaries, that permit the purchase of Common Shares with a Fair Market Value of more than $25,000 (determined at the time the Section 423 Rights are granted) in any calendar year.

(v) Cash Award – An Award denominated in cash. All or part of any cash award may be subject to conditions established by the Committee, including but not limited to future service with the Company.

Any grant of Stock Awards or Cash Awards may specify Performance Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Awards. Each grant may specify in respect of such Performance Objectives a minimum

acceptable level of achievement and may set forth a formula for determining the amount of or number of Stock Awards or Cash Awards that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Performance Objectives.

7. Deferral of Payment.

To the extent permitted under Section 409A of the Code, and with the approval of the Committee, the delivery of the Common Shares, cash, or any combination thereof subject to an Award (other than Stock Options or Stock Appreciation Rights) may be deferred, either in the form of installments or a single future delivery. The Committee may also permit selected Participants to defer the payment of some or all of their Awards (other than Stock Options or Stock Appreciation Rights), as well as other compensation, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee, be credited as cash or Stock Equivalent Units. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents on Stock Equivalent Units.

8. Payment of Exercise Price.

The exercise price of a Stock Option (other than an Incentive Stock Option), Director Option, Stock Purchase Right, and any Stock Award for which the Committee has established an exercise price may be paid in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods, as and to the extent permitted by the Committee. The exercise price of an Incentive Stock Option may be paid in cash, by the transfer of Common Shares, or by a combination of these methods, as and to the extent permitted by the Committee at the time of grant, but may not be paid by the surrender of all or part of an Award. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of this Plan.

In the event shares of Restricted Stock are used to pay the exercise price of a Stock Award, a number of the Common Shares issued upon the exercise of the Award equal to the number of shares of Restricted Stock used to pay the exercise price will be subject to the same restrictions as the Restricted Stock.

9. Taxes Associated with Award.

Prior to the payment of an Award, the Company may withhold, or require a Participant to remit to the Company, an amount sufficient to pay any required Federal, state, and local taxes associated with the Award; provided, however, that if a Stock Option has been transferred and the Participant does not pay such taxes on the date of exercise, such required withholding taxes will be paid by reducing the number of Common Shares to be received upon exercise. The Committee may, in its discretion and subject to such rules as the Committee may adopt, permit a Participant to pay any or all required withholding taxes associated with the Award (other than an Incentive Stock Option) in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods. The Committee may permit a Participant to pay any or all required withholding taxes associated with an Incentive Stock Option in cash, by the transfer of Common Shares, or by a combination of these methods.

10. Termination of Employment .

If the employment of a Participant terminates for any reason, all unexercised, deferred, and unpaid Awards may be exercisable or paid only in accordance with rules established by the Committee. These rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Awards.

11. Termination of Awards under Certain Conditions .

The Committee may cancel any unexpired, unpaid, or deferred Awards held by a Holder at any time if the Holder is not in compliance with all applicable provisions of this Plan or with any Notice of Award, Award Agreement, Committee action or documentation relating to the Award, or if the Participant, without the prior written consent of the Company, engages in any of the following activities:

(i) Renders services for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company.

(ii) Discloses to anyone outside of the Company, or uses for any purpose other than the Company’s business, any confidential information or material relating to the Company, whether acquired by the Participant during or after employment with the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award by a Holder, require a Holder to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and of any Notice of Award, Award Agreement, Committee action or documentation relating to the Award, and, in the case of a Participant, has not engaged in any activities referred to in clauses (i) and (ii) above.

12. Change in Control .

In the event of a Change in Control of the Company, unless and to the extent otherwise determined by the Board of Directors or set forth in the Award Agreement or Notice of Award, (i) all Stock Appreciation Rights, Stock Options, and other Stock Purchase Rights then outstanding will become fully exercisable as of the date of the Change in Control, (ii) all restrictions and conditions applicable to Restricted Stock and other Stock Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii) all Cash Awards will be deemed to have been fully earned as of the date of the Change in Control. Any such determination by the Board of Directors that is made after the occurrence of a Change in Control will not be effective unless a majority of the Directors then in office are Continuing Directors and the determination is approved by a majority of the Continuing Directors.

13. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards .

(a) Amendment, Suspension, or Termination of this Plan . The Board of Directors may amend, suspend, or terminate this Plan at any time. Shareholder approval for any such amendment will be required only to the extent necessary to comply with the rules of the exchange or quotation system on which the Common Shares are traded or quoted, the rules and regulations related to Incentive Stock Options or any other applicable legal requirements.

(b) Amendment of Outstanding Awards . The Committee may, in its discretion, amend the terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of any Holder without his or her consent unless necessary to comply with Section 409A of the Code. The Committee may, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.

14. Awards to Foreign Nationals and Employees Outside the United States .

To the extent that the Committee deems appropriate to comply with foreign law or practice and to further the purpose of this Plan, the Committee may, without amending this Plan, (i) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

15. Nonassignability .

Unless otherwise determined by the Committee, (i) no Award granted under this Plan may be transferred or assigned by the Holder other than by Designation of Beneficiary, or, if none, by will, pursuant to the laws of descent and distribution, or pursuant to a qualified domestic relations order and (ii) an Award granted under this Plan may be exercised, during the Holder’s lifetime, only by the Holder or by the Holder’s guardian or legal representative; except that, no Incentive Stock Option or Section 423 Right may be transferred or assigned pursuant to a qualified domestic relations order or exercised, during the Participant’s lifetime, by the Participant’s guardian or legal representative. “Designation of Beneficiary” shall mean the person(s) or entity whom the Holder has designated by a transfer on death or other designation of beneficiary to receive the Holder’s Award on the Holder’s death in accordance with such procedures established from time to time by the Committee.

16. Governing Law.

The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise governed by the Code or the securities laws of the United States, be governed by the law of the State of Ohio.

17. Rights of Employees.

Nothing in this Plan will confer upon any Participant the right to continued employment by the Company or limit in any way the Company’s right to terminate any Participant’s employment at will.

18. Effective and Termination Dates.

(a) Effective Date . The effective date of this Plan is November 3, 2003, subject to approval by shareholders at the annual meeting in 2004.

(b) Termination Date . This Plan will continue in effect until terminated by the Board of Directors.

19. Compliance with Section 409A of the Code .

Awards granted under this Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement or Notice of Award shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement or Notice of Award (unless the Award Agreement or Notice of Award provides otherwise with specific reference to this Section), an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither the Company, its Affiliates, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan. Any reference in this Plan to Section 409A of the Code will also include the applicable proposed, temporary or final regulations, or any other guidance, issued with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Exhibit 10-g-4

NOTICE OF SHARE- AND CASH-BASED AWARDS

(Executive Officer)


To:				(“Grantee”)
Date of Notice:

Nordson Corporation, an Ohio corporation (the “Company”), grants to you, the Grantee named above, in accordance with the terms of the Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”) and this Notice of Share- and Cash-Based Awards (“Notice”), the following awards:


Award Type	Date of Grant	# of Options / Shares / Target Opportunity	Exercise Price	Vesting Date
Non-qualified Stock Option	[•]	[•]	$[•] per Share	Equal annual installments on each of the first four anniversaries of the Date of Grant

Restricted Shares	[•]	[•]	N/A	Equal annual installments on each of the first three anniversaries of the Date of Grant

Performance Share Units ¹ (FY[•]-[•] Performance Share Program)	[•]	[•] units (Target) ²	N/A	[•]

Cash-Based Award (FY[•] Annual Cash Incentive)	[•]	$[•] (Target) ²	N/A	[•]

¹	Fractional Shares or Units will be subject to rounding conventions adopted by the Company from time to time; provided that in no event will the total Shares or Units issued exceed the total Shares or Units granted under the award.

²	Actual payout amount to be determined at the conclusion of the performance period.

Terms of Grant . See Appendix A to this Notice.

II.

Impact of Termination of Employment . See Appendix B to this Notice

III.

Performance Objectives: Unless you are a “Covered Employee” (as defined in Appendix C to this Notice), the performance objectives related to your Performance Share Units and Cash-Based Award are set out below. Performance Objectives for Covered Employees are set out on Appendix C to this Notice.

- Notice -

1 of 40

NOTICE OF SHARE- AND CASH-BASED AWARDS

(Executive Officer)


To:				(“Grantee”)
Date of Notice:

Performance Share Unit Award (FY [•] - [•] Performance Share Program) . Your right to receive any unrestricted Nordson Common Shares under your Performance Share Unit Award is contingent upon the Company’s achievement of specified levels of [•] and [•] over the performance period (FY [•] through FY [•]) as set out in the matrix below, with one-half of your target number of Performance Share Units allocated to each of those two performance objectives. Further, the Compensation Committee, in its sole discretion, may modify the performance objectives applicable to the Award, or the related threshold, target and maximum achievement levels, or the actual payout levels, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.


FY [•] -[•] Performance Share Program
[•]			[•]
Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
[•]	[•]	[•]	[•]	[•]	[•]

¹	Proposed and subject to adjustment upon confirmation of FY [•] financial results.

*	Straight line interpolation applies for performance between designated levels.

Cash-Based Award (FY [•] Annual Cash Incentive) . Payment of all or any portion of your Cash-Based Award is contingent upon the Company’s achievement of specified levels of [•] and [•] for FY [•] as set out in the matrix below, with one-half of your Award opportunity allocated to each of those two performance objectives provided that payout of your Annual Incentive is subject to a reduction or increase based upon the Compensation Committee’s discretionary assessment of your individual performance. The Compensation Committee, in its sole discretion, may modify the performance objectives applicable to the Award, or the related threshold, target and maximum achievement levels, or the actual payout levels, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

- Notice -

2 of 40

NOTICE OF SHARE- AND CASH-BASED AWARDS

(Executive Officer)


To:				(“Grantee”)
Date of Notice:


FY [•] Annual Cash Incentive
[•]			[•]
Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
[•]	[•]	[•]	[•]	[•]	[•]

¹	Proposed and subject to adjustment upon confirmation of FY 2013 financial results.

*	Straight line interpolation applies for performance between designated levels.

IV.

Miscellaneous Provisions :

Forfeiture . All Awards are subject to the Company’s Clawback Policy (see Appendix D to this Notice).

No Employment Contract . Nothing contained in this Notice shall confer upon you any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate your employment or adjust your compensation.

Relation to Other Benefits . Any economic or other benefit to you under this Notice or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement, life insurance or other benefit or compensation plan maintained by the Company or a Subsidiary unless expressly provided for in the respective plans.

Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the awards; provided that, notwithstanding any other provision of this Notice, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Notice if the delivery thereof would result in a violation of any such law or listing requirement.

Amendments . Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to you. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the

- Notice -

3 of 40

NOTICE OF SHARE- AND CASH-BASED AWARDS

(Executive Officer)


To:				(“Grantee”)
Date of Notice:

Plan or this Notice shall adversely affect your rights under this Notice without your consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

Severability . In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

Relation to Plan . This Notice (along with Appendices A, B, C and D) is subject to the terms and conditions of the Plan and, together with the Plan, contain the entire understanding of the parties with respect to the subject matter contained in this Notice, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Notice and the Plan, the Plan shall govern. Capitalized terms used herein (and the related Appendices A, B, C and D) without definition shall have the meanings assigned to them in the Plan. See Appendices E and F to this Notice for the Plan Document and Plan Summary, respectively.

Successors and Assigns . The provisions of this Notice shall inure to the benefit of, and be binding upon your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

Governing Law . The interpretation, performance, and enforcement of this Notice shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

Electronic Delivery . You hereby consent and agree to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, grant or award notifications, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. You have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. You also hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that your electronic response or signature is the same as, and shall have the same force and effect as your manual signature.

- Notice -

4 of 40

NOTICE OF SHARE- AND CASH-BASED AWARDS

(Executive Officer)


To:				(“Grantee”)
Date of Notice:

Tax Withholding . To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with a Stock Option exercise, the vesting of Restricted Shares or the settlement of Performance Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable or vested with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the foregoing, you may elect, in accordance with procedures adopted by the Company from time to time, to either (i) pay or provide for payment of the required tax withholding, or (ii) have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to you (other than deferred compensation subject to Section 409A of the Code); provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery or vesting of the Shares (for example, if you defer the Shares under a Company deferred compensation plan. Any payment of a Cash-Based Award shall be subject to withholding of applicable federal, state, local, foreign or other taxes.

Acceptance:

You must accept the Awards set forth in this Notice no later than [•] or this Notice may be cancelled by the Company, in its sole discretion. You may accept the Awards by e-mailing [•] with a copy to [•] and inserting the following legend in the body of the e-mail:

I have reviewed this Notice of Share- and Cash-Based Awards dated [•] and confirm my acceptance of the Awards in accordance with the terms of the Nordson Corporation 2012 Stock Incentive and Award Plan and this Notice of Share- and Cash-Based Awards.

- Notice -

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

STOCK OPTION AWARDS

Each Stock Option Award granted pursuant to the Compensation Committee’s [•] Resolution (“Resolution”), shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:


		FY [•] Executive Officer Stock Option Award

Form of Grant		Non-qualified Stock Options

Grant Period		Fiscal Year [•]

Date of Grant		[•]

Vesting Date		Four equal annual installments on each of the first four anniversaries of the Date of Grant.

Term		Each Stock Option shall expire on midnight of the tenth anniversary of the Date of Grant.

Exercise		To the extent that the Stock Option becomes vested and exercisable, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Stock Option is being exercised, the intended manner of payment to cover the exercise price, taxes or any brokerage fees or commissions, and such other provisions as may be required by the Company or its designee. The vested Stock Option may be exercised prior to its expiration date, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and court supervision. If the Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or inheritance but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s death. The exercise price and taxes due as a consequence of the exercise are payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of vested Shares (including by attestation) owned by the Grantee having an aggregate Fair Market Value at the time of exercise equal to the total exercise price and taxes, (iii) by a reduction in the number of Common Shares to be received upon exercise of the Stock Option (in which case shares may be reduced only to satisfy the minimum withholding tax required by federal, state and local authorities, unless otherwise determined by the Committee, or (iv) by a combination of the foregoing methods.

Delivery of Shares		Subject to the terms and conditions contained herein, Shares shall be delivered to the Grantee as soon as administratively practicable following the date the Grantee (i) exercises the Stock Option in accordance with the procedures outlined above, (ii) makes full payment to the Company or its designee of the exercise price and (iii) makes arrangements satisfactorily to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes or brokerage fees/commissions related to the exercise of the Stock Option. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares until such Shares have been delivered to the Grantee.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)


		FY [•] Executive Officer Stock Option Award

Transferability		All Non-Qualified Stock Options shall be transferable and such options may be exercised by the transferee; provided, however, that (i) Non-Qualified Stock Options shall only be transferable to Family Members, trusts with third party trustees and for the sole benefit of Family Member beneficiaries, partnerships whose only partners are Family Members, and organizations exempt from income tax under §501(c)(3) of the Internal Revenue Code (provided, in this latter case, that all transferred Non-Qualified Stock Options must be vested); (ii) any such transfer must be without consideration (except when required by court order); (iii) once transferred, Non-Qualified Stock Options may not be further transferred by the transferee, except (a) by will or the laws of descent and distribution or (b) for a transfer by a trust or a partnership to a trust beneficiary or a partner, respectively; and (iv) the Company receives a copy of the document deemed necessary by the Committee establishing the validity of the transfer and requiring the transferee to accept and comply with the terms and conditions of the Non-Qualified Stock Option, the applicable Plan and any related Committee rules. “Family Members” shall include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, nieces or nephews, including adoptive relationships. In the event a Stock Option has been transferred, a Participant will be obligated to pay, on the date of exercise, all taxes associated with the exercise of the Stock Option. If the Participant fails to so pay all taxes associated with the exercise, such taxes will be paid by reducing the number of Common Shares to be received upon exercise.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

RESTRICTED SHARE AWARDS

Each Restricted Share Award granted pursuant to the Resolution shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:


		FY [•] Executive Officer Restricted Share Award

Form of Grant		Restricted Shares

Grant Period		Fiscal Year [•]

Date of Grant		[•]

Vesting Date		Three equal annual installments on each of the first three anniversaries of the Date of Grant.

Transferability		The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the Plan, until the Restricted Shares have vested. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.

Dividend, Voting and Other Rights		Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends that may be paid thereon (which such cash dividends shall be paid to the Grantee at the same time they are paid to other shareholders); provided, however, that any additional Shares of the Company or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by the Notice.

Custody of Shares		Until the Restricted Shares have vested, the Restricted Shares shall be issued in book-entry form only and shall not be represented by a certificate. The restrictions applicable to the Restricted Shares shall be reflected on the stock transfer records maintained by or on behalf of the Company. The Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Restricted Shares under the Notice, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. Effective until the Restricted Shares have become vested, the Grantee hereby irrevocably constitutes and appoints each of the Chief Financial Officer, General Counsel and the Vice President of Human Resources of the Company as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution.

8 of 40

APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

PERFORMANCE SHARE UNIT AWARDS

Each Performance Share Unit Award granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in any Notice and the Plan, the following terms and conditions:


		FY [•] -[•] Executive Officer Performance Share Units Award

Form of Grant		Performance Share Units

Performance Period		Fiscal Year [•] – Fiscal Year [•]

Date of Grant		[•]

Payment:		Payment of any Performance Share Units that become earned will be made in the form of Shares no later than 90 days after the end of the Performance Period. Notwithstanding the foregoing, payment of any Performance Share Units that become earned pursuant to Section 20 of the Plan (relating to a Change in Control and Potential Change in Control) shall be paid within 60 days after they become earned; provided that if the Performance Share Units are considered a “deferral of compensation” within the meaning of Section 409A of the Code, then Performance Share Units earned pursuant to Section 20 of the Plan shall be paid within 60 days following the earlier of (i) the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; (ii) the Grantee’s “separation from service” within the meaning of Section 409A of the Code; or (iii) the end of the Performance Period; provided that payment to a “specified employee” within the meaning of Section 409A of the Code shall be made, to the extent required by Section 409A of the Code, at least six months after the Grantee’s separation from service. See Appendix B to the Notice relating to treatment of the Performance Share Units in the event of a Grantee’s termination of employment (other than in connection with a Potential Change in Control as provided in Section 20 of the Plan).

Transferability		The Performance Share Units subject to the Notice are personal to the Grantee and may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they become earned and settled; provided, however, that the Grantee’s rights with respect to such Performance Share Units may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Share Units.

Dividend, Voting and Other Rights		The Grantee shall have no rights of ownership in the Performance Share Units or in the Shares related thereto and shall have no right to dividends or dividend equivalents and no right to vote Performance Share Units or the Shares related thereto until the date on which the Shares underlying the Performance Share Units are delivered to the Grantee.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

CASH-BASED AWARDS (ANNUAL CASH INCENTIVE)

Each Cash-Based Award (Annual Cash Incentive) granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in any Notice and the Plan, the following terms and conditions:


		FY [•] Executive Officer Cash-based Award

Form of Grant		Cash

Performance Period		Fiscal Year [•]

Date of Grant		[•]

Payment		Payment of any Award that becomes earned will be made in cash after the end of fiscal year [•] but no later than [•]. Notwithstanding the foregoing, payment of any Award that becomes earned pursuant to Section 20 of the Plan (relating to a Change in Control and Potential Change in Control) shall be paid within 60 days after it becomes earned. See Appendix B to the Notice relating to disposition (payout) of the Award in the event of a Grantee’s termination of employment (other than in connection with a Potential Change in Control as provided in Section 20 of the Plan).

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

The following tables reflect the impact various termination of employment scenarios have on the Awards granted to Executive Officers, other than termination of employment in connection with a Potential Change in Control as provided in Section 20 of the Plan. See Appendix A to the Notice relating to treatment of Awards in connection with a Change in Control or Potential Change in Control.


Reason for Termination	Impact of Termination of Employment
DEATH & DISABILITY ¹	Stock Options	Restricted Shares	Performance Share Units ²	Cash-based Award (Annual Cash Incentive) ⁴
Vesting	Full vesting of all unvested stock options awarded (e.g., accelerated vesting)	The restriction period will terminate and all restricted shares will become vested and transferable	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period and, for Covered Employees ³ the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014-FY 2016 Performance Share Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014 Annual Cash Incentive Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.

Option Expiration Date	Midnight of the 10 ^th anniversary of the grant date	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)


Reason for Termination	Impact of Termination of Employment
RETIREMENT AT AGE 65 ⁵	Stock Options	Restricted Shares	Performance Share Units ²	Cash-based Award (Annual Cash Incentive) ⁴
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested restricted shares at the time of retirement, the restriction period will terminate and all restricted shares will become vested and transferable.	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014-FY 2016 Performance Share Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014 Annual Cash Incentive Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.

Option Expiration Date	Midnight of the 10 ^th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)


Reason for Termination	Impact of Termination of Employment
EARLY RETIREMENT ⁶	Stock Options	Restricted Shares	Performance Share Units ²	Cash-based Award (Annual Cash Incentive) ⁴
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested Restricted Shares at the time of retirement, the restriction period will terminate with respect to that number of shares of Restricted Shares (rounded to the nearest whole number) equal to the product of (i) the total number of shares of Restricted Shares multiplied by (ii) a fraction the numerator of which is the number of full months that have elapsed since the date of grant and the denominator of which is the number of full months of the full restriction period, and that number of shares of Restricted Shares will become vested and transferable. The Committee may, in its discretion, waive the forfeiture of any or all such remaining shares.	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014-FY 2016 Performance Share Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014 Annual Cash Incentive Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.

Option Expiration Date	Earlier of (i) the 5 ^th anniversary of the date of termination or (ii) midnight of the 10 ^th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)


Reason for Termination	Impact of Termination of Employment
INVOLUNTARY TERMINATION (other than a violation of the Company’s Code of Ethics and Business Conduct)	Stock Options	Restricted Shares	Performance Share Units ²	Cash-based Award (Annual Cash Incentive) ⁴
Vesting	All unvested options are forfeited as of the termination date	All unvested shares of restricted stock will be forfeited as of the date of termination; except that the Committee may, in its discretion, waive the automatic forfeiture of, and the restrictions on, any or all such shares.	All unvested performance share units are forfeited; except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014-FY 2016 Performance Share Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year and, for Covered Employees, the Compensation Committee’s exercise of negative discretion in accordance with the FY 2014 Annual Cash Incentive Program, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.

Option Expiration Date	Earlier of (i) 90 days after the date of termination and (ii) midnight of the 10 ^th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)


Reason for Termination	Impact of Termination of Employment
VOLUNTARY TERMINATION or TERMINATION DUE TO A VIOLATION OF THE COMPANY’S CODE OF ETHICS AND BUSINESS CONDUCT	Stock Options	Restricted Shares	Performance Share Units ²	Cash-based Award (Annual Cash Incentive) ⁴
Vesting	All vested and unvested options are forfeited as of the termination date.	All unvested shares of restricted shares will be forfeited as of the date of termination.	All unvested performance share units are forfeited.	Grantee is not eligible for a payout.

Option Expiration Date	On the termination date.	N/A	N/A	N/A

Death and Disability: defined as a physical or mental impairment, due to accident or illness that renders a Grantee incapable of performing the duties of his normal occupation, as determined by the Committee. The Committee may, in its discretion, require that the existence of the Disability be verified by a physician approved by the Committee.

2.	Achievement of performance objectives and amounts payable will be certified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period.

Covered Employees” shall be those Grantees serving as President and Chief Executive Officer (“CEO”), the first highest paid named executive officer other than the CEO or the Chief Financial Officer (“CFO”), the second highest paid named executive officer other than the CEO and CFO, and the third highest paid named executive officer other than the CEO and CFO as of the last day of the applicable performance period.

4.	Achievement of performance objectives and amounts payable will be certified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period (fiscal year).

5.	Under the terms of the Nordson Corporation Salaried Employees Pension Plan.

6.	Retirement no earlier than age 55 but before age 65, with no less than 5 years of service as defined under the Nordson Corporation Salaried Employees Pension Plan.

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APPENDIX C:

PERFORMANCE OBJECTIVE FOR AWARDS TO COVERED EMPLOYEE

This Appendix C sets out Performance Objectives for Performance Share Unit Awards and Cash-Based Awards to Covered Employees. Covered Employees are those individuals serving on the last day of the applicable performance period (i.e., the last day of FY [•] in the case of Cash-Based Awards and the last day of FY [•] in the case of Performance Share Unit Awards) as the Company’s President and Chief Executive Officer (“CEO”), the first highest paid Named Executive Officer other than the CEO or Chief Financial Officer (“CFO”), the second highest paid Named Executive Officer other than the CEO and CFO, and the third highest paid Named Executive Officer other than the CEO and CFO. Awards to Covered Employees subject to this Appendix C are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code and shall be administered and interpreted in a manner consistent with that intent.

The Performance Objectives for Awards to Grantees who are not Covered Employees are set out in the Notice.

Performance Share Unit Awards (FY [•] - [•] Performance Share Program)

No Performance Share Units shall be payable to any Covered Employee unless a share pool is funded based on the Company’s achievement of positive cumulative cash flow from operating activities (“Cash Flow”), as disclosed in the Company’s Form 10-K Report, if any, for the Performance Period as described below. The aggregate share pool, if any, will equal the number of Shares determined by dividing (a) 1.75% of the Company’s Cash Flow, if any, for the performance period, by (b) the Fair Market Value per Share on the last day of the performance period. If funded, 60% of the share pool will be allocated to the CEO and 13.3% of the share pool will be allocated to each of the other Covered Employees; provided, however, that in no event may the portion of the share pool allocated to any Covered Employee exceed 750,000 Shares.

If the Company does not achieve positive cumulative operating cash flow for the performance period, then no Performance Share Units shall be payable to any Covered Employee for the performance period.

If the share pool is funded as described above, the Compensation Committee, in its sole discretion, may decrease the payout of each Covered Employee’s Performance Share Unit Award (without increasing any other Covered Employee’s payout) based on its assessment of the Company’s performance, the Covered Employee’s individual performance, or any other factors it considers relevant, including, without limitation, the Company’s achievement of specified levels of [•] and [•] over the performance period (FY [•] through FY [•]) as set out in the matrix below, with one-half of each Covered Employee’s target number of Performance Share Units allocated to each of those two performance objectives. Further, the Compensation Committee, in its sole discretion, may modify the performance objectives set out in the matrix below, or the related threshold, target and maximum achievement levels, or the actual payout levels, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

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APPENDIX C:

PERFORMANCE OBJECTIVE FOR AWARDS TO COVERED EMPLOYEE


FY [•] -[•] Performance Share Program
[•]			[•]
Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)	Threshold (50% payout) (millions)	Target (100% payout) (millions)	Maximum (200% payout) (millions)
[•]	[•]	[•]	[•]	[•]	[•]

¹	Proposed and subject to adjustment upon confirmation of FY [•] financial results.

*	Straight line interpolation applies for performance between designated levels.

Cash-Based Awards (FY [•] Annual Cash Incentive)

No Cash-Based Award shall be payable to any Covered Employee for FY [•] unless a bonus pool is funded based on the Company’s achievement of positive cash flow from operating activities (“Cash Flow”), as disclosed in the Company’s Form 10-K Report, if any for FY [•], as described below. The aggregate bonus pool, if any, will equal 1.5% of the Company’s Cash Flow, if any, for FY [•]. If funded, 55% of the bonus pool will be allocated to the CEO and 15% of the bonus pool will be allocated to each of the other Covered Employees; provided, however, that in no event may the portion of the bonus pool allocated to any Covered Employee exceed $5,000,000. The lesser of $5,000,000 or the portion of the bonus pool allocated to a Covered Employee shall be the Covered Employee’s “Maximum Bonus.” If the Company does not achieve positive Cash Flow for FY [•], then no Cash-Based Award shall be payable to any Covered Employee for FY [•].

If the bonus pool is funded as described above, the Compensation Committee, in its sole discretion, may decrease the payout of each Covered Employee’s Award (without increasing any other Covered Employee’s payout) based on its assessment of the Company’s performance, the Covered Employee’s individual performance, or any other factors it considers relevant, including, without limitation, the Company’s achievement of specified levels of [•] and [•] as set out in the matrix below, with one-half of each Covered Employee’s target Award opportunity allocated to each of those two performance objectives; provided that payout of a Covered Employee’s Cash-Based Award is subject to a reduction or increase of the amount determined in accordance with the matrix below, based upon the Compensation Committee’s discretionary assessment of each Covered Employee’s individual performance. The Compensation

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APPENDIX C:

PERFORMANCE OBJECTIVE FOR AWARDS TO COVERED EMPLOYEE

Committee, in its sole discretion, may modify the performance objectives set out in the matrix below, or the related threshold, target and maximum achievement levels, or the actual payout levels, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.


FY [•] Annual Cash Incentive
[•]			[•]
Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
[•]	[•]	[•]	[•]	[•]	[•]

¹	Proposed and subject to adjustment upon confirmation of FY [•] financial results.

*	Straight line interpolation applies for performance between designated levels.

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APPENDIX D:

NORDSON CORPORATION CLAWBACK POLICY

This Clawback Policy is applicable to Nordson Corporation (the “Company”) executive officers who are subject to Section 16 of the Securities Exchange Act of 1934 (“Executive Officers”). The Company’s Board of Directors, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in the Company’s best interests to do so, take action in accordance with the following:

Material Restatement :

In the event of a material restatement of the consolidated financial statements of the Company, other than any restatement required pursuant to a change in applicable accounting rules, the Company may recover from culpable and non-culpable Executive Officers any compensation (whether in cash or property) paid to, or realized by, an Executive Officer that would not have been paid or realized had the consolidated financial statements that are the subject of such restatement been correctly stated. Determination of culpability and materiality will be at the discretion of the Compensation Committee. Recovery hereunder is limited to amounts paid or realized by an Executive Officer during the three-year period preceding the date that the Company is required to prepare a restatement.

Other Conduct :

In the event the Compensation Committee determines that an Executive Officer has engaged in (i) conduct that violates the Company’s Code of Ethics and Business Conduct, or (ii) willful misconduct or fraud that causes harm to the Company, the Company’s Board of Directors, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in the Company’s best interests to do so, require reimbursement or payment by the Executive Officer to the Company of an amount determined by the Board of Directors to be attributable to such conduct described in (i) and (ii) above.

Collectively, conduct described in A and B above shall be considered “Detrimental Conduct.” Compensation subject to this Policy includes equity-based compensation and performance-based compensation.

In determining whether to recover compensation paid or realized, the Board in its discretion may take into account such considerations as it deems appropriate, including whether the assertion of a claim may violate applicable law or prejudice the interest of the Company in any related proceeding or investigation and whether penalties or punishments have been imposed by third parties, such as law enforcement agencies, regulators or other authorities.

The Board may take action only after recommendation to do so by the Compensation Committee. However, the Board has sole and absolute discretion not to take action and its determination not to take action in any particular instance shall not in any way limit the Company’s ability to terminate participation of an Executive Officer in a compensation plan or program, or terminate an Executive Officer’s employment.

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APPENDIX D:

NORDSON CORPORATION CLAWBACK POLICY

If any provision of this Clawback Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

Any action taken by the Company under this Clawback Policy is without prejudice to any other action the Company may choose to take upon determination that an Executive Officer has engaged in Detrimental Conduct or to all other remedies available to the Company.

The Company reserves the right to amend this policy in the future at any time including after final clawback rules are adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

1. Establishment, Purpose, Duration.

a. Establishment . Nordson Corporation (the “Company”), hereby establishes an equity compensation plan to be known as the Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”). The Plan is effective as of December 28, 2012 (the “Effective Date”), subject to the approval of the Plan by the shareholders of the Company (the date of such shareholder approval being the “Approval Date”). Definitions of capitalized terms used in the Plan are contained in Section 0 of the Plan.

b. Purpose . The purpose of the Plan is to attract and retain Directors, officers and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.

c. Duration . No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

d. Prior Plan . If the Company’s shareholders approve the Plan, the Nordson Corporation Amended and Restated 2004 Long-Term Performance Plan (the “Prior Plan”) will terminate in its entirety effective on the Approval Date; provided that all outstanding awards under the Prior Plan as of the Approval Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the Prior Plan.

Definitions. As used in the Plan, the following definitions shall apply.

“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

“Approval Date” has the meaning given such term in Section 0(a).

“Award” means a Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Shares Award, Restricted Share Unit, Other Share-Based Award or Cash-Based Award granted pursuant to the terms and conditions of the Plan.

“Award Agreement” means either: (a) an agreement, either in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, either in written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment agreement (or, if operative, the Change-in-Control Retention Agreement), if any, between the Participant and the Company or Subsidiary. If the Participant is not a party to an employment agreement (or Change-in-Control Retention Agreement) with the Company or a Subsidiary in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its Subsidiaries, or (ii) the continued failure of the Participant to perform substantially the Participant’s duties with the Company or any of its Subsidiaries (other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by the Participant within 30 days after a written demand for substantial performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties.

“Change in Control” means the occurrence of one of the following events: (a) a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; (b) the Company is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of the Company’s securities immediately before such merger or consolidation; (c) all or substantially all of the assets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or (d) during any period of 24 consecutive months, individuals who were Directors at the beginning of the period cease to constitute at least a majority of the Board unless the election, or nomination for election by the Company’s shareholders, of more than one half of any new Directors was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of the 24 month period.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, an “outside director” within the meaning of regulations promulgated under Section 162(m) of the Code, and an “independent director” within the meaning of applicable rules of any securities exchange upon which Shares are listed.

“Company” has the meaning given such term in Section 1(a) and any successor thereto.

“Date of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the Committee and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.

“Director” means any individual who is a member of the Board who is not an Employee.

“Effective Date” has the meaning given such term in Section 0(a).

“Employee” means any employee of the Company or a Subsidiary; provided , however , that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable the NASDAQ Global Select Market, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

“Full Value Award” means an Award that is settled by the issuance of Shares, other than a Stock Option or a Stock Appreciation Right.

“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the Change-in-Control Retention Agreement, if any, between the Participant and the Company or Subsidiary.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

“Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the requirements of Section 422 of the Code.

“Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.

“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted in accordance with the terms and conditions set forth in Section 10.

“Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.

“Performance Objectives” means the performance objective or objectives established by the Committee pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section 13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors.

“Plan” means this Nordson Corporation 2012 Stock and Incentive Award Plan, as amended from time to time.

“Potential Change in Control” means a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing at least 25% but less than 35% of the combined voting power of the Company’s then outstanding securities.

“Potential Change in Control Protection Period” means the period commencing on a Potential Change in Control and ending on the earlier of (i) a Change in Control, or (ii) the second anniversary of the Potential Change in Control.

“Prior Plan” has the meaning given such term in Section 0(d).

“Qualified Termination” means any termination of a Participant’s employment during the Potential Change in Control Protection Period: (i) by the Company, any of its Subsidiaries or the resulting entity without Cause, or (ii) solely with respect to a Participant who is a party to a Change-in-Control Retention Agreement with the Company or a Subsidiary immediately prior to a Potential Change in Control, by the Participant for Good Reason.

“Restricted Shares” means Shares granted or sold pursuant to Section 0 as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 0 has expired.

“Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made pursuant to Section 0.

“SEC” means the United States Securities and Exchange Commission.

“Share” means a share of common stock of the Company, without par value, or any security into which such Share may be changed by reason of any transaction or event of the type referred to in Section 15.

“Stock Appreciation Right” means a right granted pursuant to Section 0.

“Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 0. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

“Subsidiary” means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest of more than fifty (50%) by reason of stock ownership or otherwise.

“Ten Percent Shareholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

3. Shares Available Under the Plan .

a. Shares Available for Awards . The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall be 2,900,000, including the number of Shares that, on the Approval Date, are available to be granted under the Prior Plan but which are not then subject to outstanding awards under the Prior Plan, all of which may be granted with respect to Incentive Stock Options. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.

b. Share Counting . The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares covered by an Award that is settled only in cash; (iii) Shares tendered in payment of the exercise price of a Stock Option; (iv) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation; and (v) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed). With respect to any Stock Appreciation Right that is settled in Shares, only the Shares used to settle the Stock Appreciation Right upon exercise shall count against the number of Shares available for Awards under the Plan. In addition, Shares subject to outstanding awards under the Prior Plan as of the Approval Date that on or after the Approval Date are forfeited, canceled, surrendered or otherwise terminated without the issuance of such Shares shall be available for issuance or delivery under this Plan. Notwithstanding anything contained herein to the contrary, Shares that are repurchased by the Company with Stock Option proceeds shall not be added back to the number of Shares reserved in Section 3(a). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c. Per Participant Share Limits . Subject to adjustment as provided in Section 15 of the Plan, the following limits shall apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant shall be 750,000 Shares; (ii) the maximum aggregate number of Restricted Shares granted in any calendar year to any one Participant shall be 250,000 Shares; (iii) the maximum aggregate number of shares that may be issued or delivered pursuant to Restricted Share Units or Other Share-Based Awards granted in any calendar year to any one Participant shall be 250,000 Shares, provided that if the Restricted Share Units or Other Share-Based Awards are subject to a performance period of more than one year, the maximum shall equal the product of 250,000 Shares and the full number of years in the performance period; and (iv) the maximum aggregate compensation that may be paid under a Cash-Based Award granted in any calendar year to any one Participant shall be $5,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount, provided that if the Cash-Based Award is subject to a performance period of more than one year, the maximum shall equal the product of $5,000,000 and the full number of years in the performance period.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

4. Administration of the Plan.

a. In General . The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion, delegate to one or more Directors or Employees any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.

b. Determinations . The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees or Directors who are eligible to receive, Awards (whether or not such Participants or eligible Employees or Directors are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, its shareholders, Directors, Employees, Participants and their estates and beneficiaries.

c. Authority of the Board . The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.

5. Eligibility and Participation. Each Employee and Director is eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Directors those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and the amount of each Award.

6. Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement . Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

b. Exercise Price . The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement; provided, however , that in no event shall the exercise price per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term . The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided, however , that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.

d. Exercisability . Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Objectives, and/or (b) time-based vesting requirements.

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e. Exercise of Stock Options . Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

f. Special Rules Applicable to Incentive Stock Options . Notwithstanding any other provision in the Plan to the contrary:

(i) Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(ii) To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.

(iii) No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Shareholder, unless (x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.

7. Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement . Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Exercise Price . The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however , that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term . The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however , that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.

d. Exercisability of Stock Appreciation Rights . A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and/or (ii) time-based vesting requirements.

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e. Exercise of Stock Appreciation Rights . Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

8. Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement . Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions . The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Shares that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Shares that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Shares more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided , however , that up to five percent (5%) of the Shares available for grant as Restricted Shares (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Shares to Directors.

c. Custody of Certificates . To the extent deemed appropriate by the Committee, the Company may retain the certificates, if any, representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

d. Rights Associated with Restricted Shares during Restricted Period . During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period. The Award Agreement may require that receipt of any dividends or other distributions with respect to the Restricted Shares shall be subject to the same terms and conditions as the Restricted Shares with respect to which they are paid. Notwithstanding the preceding sentence, dividends or other distributions with respect to Restricted Shares that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if the Performance Objectives are not satisfied.

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9. Restricted Share Units . Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement . Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions . The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives and/or time-based restrictions or holding requirements. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Share Units that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Share Units that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Share Units more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided , however , that up to five percent (5%) of the Shares available for grant as Restricted Share Units (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Share Units to Directors.

c. Form of Settlement . Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

d. Dividend Equivalents . Restricted Share Units may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Restricted Share Units that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

10. Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, time-based or performance-based units that are settled in Shares and/or cash and stock equivalent units.

a. Award Agreement . Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of an Other Share-Based Award that is based solely upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of an Other Share-Based Award that is based upon continued employment or service shall provide for vesting in full of the Other Share-Based Award more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided , however , that up to five percent

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(5%) of the Shares available for grant as Other Share-Based Awards (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Other Share-Based Awards to Directors.

b. Form of Settlement . An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

c. Dividend Equivalents . Other Share-Based Awards may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Other Share-Based Awards that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

11. Cash-Based Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on the achievement of specific Performance Objectives.

12. Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section): (i) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (ii) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

13. Compliance with Section 162(m).

a. In General . Notwithstanding anything in the Plan to the contrary, Awards may be granted in a manner that is intended to qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Restricted Shares, Restricted Share Units Other Share-Based Awards and Cash-Based Awards intended to qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during a performance period established by the Committee and must satisfy the requirements of this Section 13.

b. Performance Objectives . If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives shall be based on specified levels of or growth in one or more of the following criteria: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes,

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return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. The foregoing business criteria may be clarified by reasonable definitions adopted from time to time by the Committee, which may include or exclude any items as the Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations.

c. Establishment of Performance Goals . With respect to Awards intended to qualify for the Performance-Based Exception, the Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.

d. Certification of Performance . With respect to any Award intended to qualify for the Performance-Based Exception, the Committee shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable regulations under Section 162(m) of the Code.

e. Negative Discretion . With respect to any Award intended to qualify for the Performance-Based Exception, after the date that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However, the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated Performance Objectives.

14. Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided , that if so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

15. Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided , however , that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject

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to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.

16. Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash.

17. Withholding Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option or Stock Appreciation Right exercise, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld or paid. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.

18. Foreign Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, and the like as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees.

19 . Termination for Cause; Forfeiture of Awards . If a Participant’s employment or service is terminated by the Company or a Subsidiary for Cause, as determined by the Committee in its sole discretion, then the Participant shall forfeit all Awards granted under the Plan to the extent then held by the Participant. In addition, any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

20. Change in Control and Potential Change in Control .

a. Change in Control . In the event of a Change in Control: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the Change in Control, (y) all restrictions with respect to outstanding Awards shall lapse effective immediately prior to the Change in Control, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested effective immediately prior to the Change in Control.

b. Potential Change in Control . In the event of a Potential Change in Control, all Awards shall continue to vest during the applicable vesting period, if any. Notwithstanding the preceding sentence, if a Participant incurs a Qualified Termination during the Potential Change in Control Protection Period, then upon such termination: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (y) all restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested.

c. Cancellation Right . The Committee may, in its sole discretion and without the consent of Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of a Change in Control or Potential Change in Control, provide that any

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outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control or Potential Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control or Potential Change in Control does not exceed the exercise price per Share of the applicable Awards.

21. Amendment, Modification and Termination .

a. In General . The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided , however , that no alteration or amendment that requires shareholder approval in order for the Plan to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b. Adjustments to Outstanding Awards . The Committee may in its sole discretion at any time (i) provide that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.

c. Prohibition on Repricing . Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the shareholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the shareholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without shareholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.

d. Effect on Outstanding Awards . Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b) and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.

22. Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

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23. Miscellaneous.

a. Deferral of Awards . Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

b. No Right of Continued Employment . The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee or Director shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

c. Unfunded, Unsecured Plan . Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

d. Severability . If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

e. Acceptance of Plan . By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan.

f. Successors . All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award agreements shall be deemed to refer to such successors.

[END OF DOCUMENT]

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

The 2012 Stock Incentive and Award Plan (“2012 Plan”) authorizes the Company to grant equity-based and cash-based incentive compensation in the form of stock options, stock appreciation rights (or “SARs”), restricted shares, restricted share units, other share-based awards and cash-based awards. The principal features of the 2012 Plan are summarized below.

General Provisions of the 2012 Plan

Plan Limits . The 2012 Plan authorizes the issuance of up to a total of 2,900,000 common shares, inclusive of shares available to be granted under the prior plan immediately prior to shareholder approval of the 2012 Plan. As of October 31, 1,606,000 common shares were available for awards under the prior plan. Upon adoption of the 2012 Plan, no further awards will be made under the prior plan. All of the shares authorized under the 2012 Plan may be granted with respect to incentive stock options.

The following shares will not count against the number of shares available for awards under the 2012 Plan: (i) shares covered by awards under the 2012 Plan and the prior plan that expire or are forfeited, canceled, surrendered or otherwise terminated without the issuance of shares; (ii) shares covered by awards settled only in cash; (iii) shares tendered in payment of the exercise price of stock options; (iv) shares withheld to satisfy a tax withholding obligation; and (v) shares granted in assumption of, or substitution for, awards granted to individuals who become employees or directors as a result of a merger or similar transaction. With respect to SARs that are settled in shares, only the shares used to settle the SAR upon exercise will be counted against the number of shares available for awards under the 2012 Plan. Notwithstanding the foregoing, shares that are repurchased by the Company with stock option proceeds will not be added back to the number of shares available for awards under the 2012 Plan.

The 2012 Plan also imposes various sub-limits on the number of common shares that may be issued to any individual during any calendar year under awards that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Internal Revenue Code. In particular, for any calendar year, the following limits shall apply with respect to awards intended to qualify as performance-based compensation:

•

The maximum number of shares subject to stock options or SARs granted in any calendar year to any one participant shall be 750,000 shares.

•

The maximum number of restricted shares granted in any calendar year to any one participant shall be 250,000 shares.

•

The maximum number of shares that may be issued pursuant to restricted share units or other share-based awards granted in any calendar year to any one participant shall be 250,000 shares (or, if the applicable performance period is more than one year, 250,000 times the full number of years in the performance period).

•

The maximum amount of compensation that may be paid under a cash-based award granted in any calendar year to any one participant shall be $5,000,000, or a number of shares having a fair market value not exceeding that amount (or, if the applicable performance period is more than one year, $5,000,000 times the full number of years in the performance period).

Administration of the 2012 Plan. The 2012 Plan will be administered by the Compensation Committee of the Board of Directors of the Company (or such other committee as may be appointed by the Board of Directors in accordance with applicable laws). The Board of Directors may reserve to itself any or all of the authority of the Compensation Committee, and the Board of Directors or the Compensation Committee may delegate any or all of its authority to one or more directors or employees to the extent permitted by applicable laws.

Eligibility for Awards. The 2012 Plan authorizes the Compensation Committee to make awards to any of our employees or non-employee directors. The selection of participants and the nature and size of awards are within the discretion of the Compensation Committee.

Term and Amendment . The 2012 Plan became effective on February 26, 2013 and will remain in effect until February 25, 2022.

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

The Board of Directors may amend or terminate the 2012 Plan at any time, provided that the 2012 Plan may not be amended without shareholder approval where required by applicable laws. Generally, the amendment or termination of the 2012 Plan or of any award agreement may not adversely affect in a material way any outstanding award without the consent of the participant holding the award.

Awards Under the 2012 Plan

General. When an award is granted under the 2012 Plan, the Compensation Committee will establish the terms and conditions of that award. These terms and conditions will be contained in an award agreement and may, for example, require that the participant continue to provide services to the Company or a related entity for a certain period of time or that the participant meet certain performance objectives during a specified period of time. By accepting an award, a participant will agree to be bound by the terms of the 2012 Plan and the associated award agreement. If there is a conflict between the terms of the 2012 Plan and the terms of an award agreement, the terms of the 2012 Plan will control. The types of awards that may be granted under the 2012 Plan are described below.

Stock Options. A stock option gives a participant the right to purchase a specified number of common shares and may be an incentive stock option or nonqualified stock option. The price at which a common share may be purchased upon exercise of a stock option, called the “exercise price,” will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the stock option is granted. Generally, “fair market value” will be the closing price of the Company’s common shares on the date in question. An option’s exercise price may be paid in any way determined by the Compensation Committee, including payment in cash (or a cash equivalent), a cashless exercise, tendering common shares the participant already owns or a combination thereof. In no event may an option be exercised more than 10 years after the date of grant. A participant who has been granted a stock option will not have any dividend or voting rights in connection with the shares underlying the stock option.

Special provisions apply to any incentive stock options granted under the 2012 Plan. All of the shares available for issuance under the 2012 Plan may be issued pursuant to incentive stock options. Incentive stock options may be granted only to employees. Incentive stock options that become exercisable for the first time in any year cannot relate to common shares having a fair market value (determined on the date of grant) of more than $100,000 per participant. The exercise price of an incentive stock option granted to an employee who owns shares possessing more than 10 percent of the Company’s voting power (a “10% shareholder”) may not be less than 110 percent of the fair market value of a common share on the date of grant, and an incentive stock option granted to a 10% shareholder will expire no later than 5 years after the date of grant.

Stock Appreciation Rights. A stock appreciation right gives a participant the right to receive the difference between the SAR’s exercise price and the fair market value of a common share on the date the SAR is exercised. SARs will be settled in (i) cash, (ii) common shares with a value on the settlement date equal to the difference between the fair market value of the common shares and the exercise price, or (iii) a combination of cash and common shares, as determined by the Compensation Committee at the time of grant. The exercise price of a stock appreciation right will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the SAR is granted. A stock appreciation right will be forfeited if the applicable terms and conditions are not met or if it is not exercised before it expires (which may never be later than 10 years after the date of grant). A participant who has been granted a stock appreciation right will not have any dividend or voting rights in connection with the shares underlying the SAR.

Restricted Shares. Restricted shares consist of common shares that are granted to a participant, but which are subject to certain restrictions on transferability and a risk of forfeiture if certain terms and conditions specified by the Compensation Committee are not met by the end of the restriction period. The restrictions may include time-based and/or performance-based restrictions. Generally, time-based restricted shares will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted shares will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted shares and

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

other “full value awards” (awards settled in shares other than stock options and stock appreciation rights) may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. Unless otherwise determined by the Compensation Committee, a participant who has been granted restricted shares will have the right to receive dividends on the restricted shares and may vote those shares during the restriction period. However, dividends with respect to performance-based restricted shares will be accumulated until the restricted shares are earned and will not be paid unless applicable performance objectives are satisfied.

Restricted Share Units . Restricted share units constitute an agreement to deliver common shares to a participant if certain conditions specified by the Compensation Committee are met by the end of the restriction period. The conditions may include time-based and/or performance-based restrictions. Generally, time-based restricted share units will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted share units will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted share units and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. A participant who has been granted restricted share units will not have any dividend or voting rights in connection with the notional shares underlying the restricted share units, but the Compensation Committee may authorize the payment of dividend equivalents. However, dividend equivalents with respect to performance-based restricted share units will be accumulated until the restricted share units are earned and will not be paid unless applicable performance objectives are satisfied. At the end of the restriction period, the restricted share units either will be forfeited or settled, depending on whether or not the applicable terms and conditions have been satisfied. Restricted share units may be settled by (i) issuing one common share for each restricted share unit, (ii) paying the participant cash equal to the fair market value of a common share for each restricted share unit, or (iii) a combination of common shares and cash, as determined by the Compensation Committee at the time of grant.

Other Share-Based Awards . The Compensation Committee may grant other awards that are valued in whole or in part by reference to, or otherwise based on the fair market value of, common shares. Such other share-based awards shall be subject to terms and conditions specified by the Compensation Committee, which may include time-based and/or performance-based restrictions. Generally, other share-based awards subject to time-based vesting conditions will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and other share-based awards subject to performance-based vesting restrictions will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as other share-based awards and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. The Compensation Committee may authorize the payment of dividend equivalents with respect to other share-based awards. However, such dividend equivalents subject to performance-based restrictions will be accumulated until the other share-based awards are earned and will not be paid unless applicable performance objectives are satisfied.

Cash-Based Awards. A cash-based award gives a participant the right to receive a specified amount of cash, subject to terms and conditions as determined by the Compensation Committee, which may include time-based and/or performance-based restrictions.

Performance Objectives . The 2012 Plan provides that performance objectives may be established by the Compensation Committee in connection with any award. Performance objectives may relate to performance of the Company or one or more of its subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual participant, and performance objectives may be made relative to the performance of a group or companies or a special index of companies.

The Compensation Committee may, in its discretion, grant awards under the 2012 Plan that are intended to qualify for the “performance-based compensation” exemption from Section 162(m) of the Internal Revenue Code. In the case of an award intended to qualify for that exemption, any applicable performance objectives shall be based on the attainment of specified levels of one or more of the following measures: return on net assets, return on capital employed, economic value added, sales,

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. Those measures may be clarified by reasonable definitions adopted from time to time by the Compensation Committee, which may include or exclude any items as the Compensation Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations. Performance objectives related to an award intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code will be established by the Compensation Committee within the time period prescribed by, and subject to the other requirements of, Section 162(m) of the Internal Revenue Code.

Forfeiture of Awards . If the Company terminates a participant’s employment or service for cause, then the participant shall forfeit all outstanding awards granted under the 2012 Plan. For this purpose, “cause” will have the meaning provided in any applicable employment agreement or Change-in-Control Retention Agreement with the participant, or if there is no such applicable definition, “cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its subsidiaries, or (ii) the participant’s continued failure to perform substantially the participant’s duties (other than a failure resulting from a medically determined physical or mental impairment) that is not cured by the participant within 30 days after a written demand from the Company which specifically identifies the manner in which the Company believes that the participant has not substantially performed the participant’s duties. Awards granted under the 2012 Plan may also be subject to forfeiture or repayment to the Company pursuant to any compensation recovery (or “clawback”) policy that may be adopted by the Company, including a policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any rules or regulations issued by the SEC or NASDAQ.

Adjustments to Authorized Shares and Outstanding Awards. In the event of any equity restructuring, such as a stock dividend, stock split, reverse stock split, spinoff, rights offering or recapitalization through a large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the 2012 Plan, the individual award limits, and, with respect to outstanding awards, the number and kind of shares subject to outstanding awards, the exercise price, and the grant price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Compensation Committee may, in its discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights. However, unless otherwise determined by the Compensation Committee, the Company will always round down to a whole number of shares subject to any award. Any such adjustment will be made by the Compensation Committee, whose determination will be conclusive.

Prohibition on Repricing. Except in connection with certain corporate transactions or events or with the approval of shareholders, the 2012 Plan prohibits the amendment of outstanding stock options or SARs to reduce the exercise price of the award, and no stock option or SAR will be cancelled and replaced with another award (including an award having a lower exercise price) or for cash. These provisions of the 2012 Plan are intended to prohibit the repricing of “underwater” stock options or SARs without approval of the Company’s shareholders.

Effect of a Potential Change in Control or Change in Control. In the event of a “potential change in control” of the Company, all unvested awards shall continue to vest during the applicable vesting period. However, if, within two years after a potential change in control, a participant’s employment is involuntarily terminated without cause or, if the participant is a party to a Change-in-Control Retention Agreement, the participant terminates his or her employment for “good reason” (as defined in the applicable Change-in-Control Retention Agreement), then upon such termination of employment: (i) all of the participant’s outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding awards shall lapse, with any

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested. For purposes of the 2012 Plan, a potential change of control generally means the acquisition of at least 25% but less than 35% of the voting power of the Company’s outstanding voting securities.

In the event of a “change in control” of the Company: (i) all outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the change in control, (ii) all restrictions with respect to outstanding awards shall lapse effective immediately prior to the change in control, with any specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested effective immediately prior to the change in control. For purposes of the 2012 Plan, a change in control generally means (i) the acquisition of 35% or more of the voting power of the Company’s outstanding voting securities; (ii) the replacement of a majority of the members of the incumbent Board of Directors during a 24-month period with new directors who were not approved by at least two-thirds of the directors then in office; (iii) consummation of a merger or consolidation resulting in less than 50% of the combined voting power of the surviving or resulting corporation’s securities being owned by persons who were shareholders of the Company immediately before such transaction; or (iv) the sale of all or substantially all of the assets of the Company in a single transaction or series of related transactions to a single purchaser or group of affiliated purchasers.

The Compensation Committee also has discretion to cancel any award in exchange for a cash payment upon the occurrence of a change in control, or cancel a stock option or SAR without payment if the fair market value of a share on the date of the change in control does not exceed the exercise price per share of the stock option or SAR.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to the 2012 Plan. This summary is based on U.S. federal tax laws and regulations in effect on the date of this proxy statement and does not purport to be a complete description of the U.S. federal income tax laws.

Incentive Stock Options. Incentive stock options are intended to qualify for special treatment available under Section 422 of the Internal Revenue Code. A participant who is granted an incentive stock option will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time. A participant will not recognize ordinary income upon the exercise of an incentive stock option provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant’s employment is terminated due to permanent and total disability).

If the participant does not sell or otherwise dispose of the common shares acquired upon the exercise of an incentive stock option within two years from the date of grant of the incentive stock option or within one year after he or she receives the common shares, then, upon disposition of such common shares, any amount recognized in excess of the exercise price will be taxed to the participant as a capital gain, and the Company will not be entitled to a corresponding deduction. The participant will generally recognize a capital loss to the extent that the amount recognized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the common shares in an amount equal to the lesser of (i) the excess of the fair market value of the common shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount recognized upon disposition of the common shares over the exercise price, and the Company will be entitled to a corresponding deduction. Any amount recognized in excess of the value of the common shares on the date of exercise will be capital gain. If the amount recognized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount recognized upon the disposition of the common shares.

The rules described above that generally apply to incentive stock options do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from incentive stock options.

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APPENDIX F:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

Nonqualified Stock Options. A participant will not recognize ordinary income when a nonqualified stock option is granted, and the Company will not receive a deduction at that time. When a nonqualified stock option is exercised, a participant will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the common shares that the participant purchased over the exercise price he or she paid, and the Company generally will be entitled to a corresponding deduction.

Stock Appreciation Rights. A participant will not recognize ordinary income when a stock appreciation right is granted, and the Company will not receive a deduction at that time. When a stock appreciation right is exercised, the participant will recognize ordinary income equal to the cash and/or the fair market value of common shares the participant receives, and the Company generally will be entitled to a corresponding deduction.

Restricted Shares. A participant who has been granted restricted shares will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time, assuming that the underlying common shares are not transferable and that the restrictions create a “substantial risk of forfeiture” for federal income tax purposes and that the participant does not make an election under Section 83(b) of the Internal Revenue Code. Generally, upon the vesting of restricted shares, the participant will recognize ordinary income in an amount equal to the then fair market value of the common shares, less any consideration paid for such common shares, and the Company will be entitled to a corresponding deduction. Any gains or losses recognized by the participant upon disposition of the common shares will be treated as capital gains or losses. However, a participant may elect pursuant to Section 83(b) of the Internal Revenue Code to have income recognized at the date of grant of a restricted share award equal to the fair market value of the common shares on the date of grant (less any amount paid for the restricted shares) and to have the applicable capital gain holding period commence as of that date. If a participant makes this election, the Company generally will be entitled to a corresponding deduction in the year of grant.

Restricted Share Units. A participant generally will not recognize ordinary income when restricted share units are granted, and the Company generally will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the restricted share units are settled in an amount equal to the fair market value of the common shares and the cash he or she receives, less any consideration paid, and the Company generally will be entitled to a corresponding deduction.

Other Share-Based Awards. Generally, participants will recognize ordinary income equal to the fair market value of the common shares subject to other share-based awards when they receive the common shares, and the Company generally will be entitled to a corresponding deduction at that time.

Cash-Based Awards. Generally, a participant will recognize ordinary income when a cash-based award is settled in an amount equal to the cash he or she receives, and the Company generally will be entitled to a corresponding deduction at that time.

Miscellaneous. When a participant sells common shares that he or she has received under an award, the participant will generally recognize long-term capital gain or loss if, at the time of the sale, the participant has held the common shares for more than one year (or, in the case of a restricted share award, more than one year from the date the restricted shares vested unless the participant made an election pursuant to Section 83(b) of the Internal Revenue Code, described above). If the participant has held the common shares for one year or less, the gain or loss will be a short-term capital gain or loss.

Section 162(m) of the Tax Code. Section 162(m) of the Internal Revenue Code disallows the deduction of certain compensation in excess of $1 million per year payable to certain covered employees of a public company (generally, the chief executive officer and the next three most highly compensated named executive officers, other than the chief financial officer). Compensation paid to such an officer during a year in excess of $1 million that is not performance-based (or does not comply with other exceptions) generally would not be deductible on the Company’s federal income tax return for that year. It is intended that compensation attributable to any stock options or SARs granted under the 2012 Plan will qualify as performance-based compensation exempt from Section 162(m) of the Internal Revenue Code. The Compensation Committee may, in its discretion, decide to structure other awards granted under the 2012 Plan to qualify for deductibility under Section 162(m).

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

Section 409A of the Tax Code. In 2004, the Internal Revenue Code was amended to add Section 409A, which created new rules for amounts deferred under nonqualified deferred compensation plans. Section 409A includes a broad definition of nonqualified deferred compensation plans which may extend to various types of awards granted under the 2012 Plan. If an award is subject to, but fails to comply with, Section 409A, the participant would generally be subject to accelerated income taxation, plus a 20% penalty tax and an interest charge. The Company intends that awards granted under the 2012 Plan will either be exempt from, or will comply with, Section 409A.

Benefits Proposed to be Awarded Under the 2012 Plan. No benefits or amounts have been granted, awarded or received under the 2012 Plan. The issuance of any awards under the 2012 Plan will be at the discretion of the Compensation Committee. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future as there are many variables the Committee considers in granting equity awards, including compensation of our executive officers compared to peer group compensation, share price at the time the Committee sets executive compensation, and, for payouts under the Long-Term Incentive Plan, performance against predetermined metrics at the time of settlement.

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Exhibit 10-g-5

NORDSON CORPORATION

DIRECTORS’ DEFERRED COMPENSATION SUB-PLAN

This Nordson Corporation Directors’ Deferred Compensation Sub-Plan (“Sub-Plan”) is hereby established as a sub-plan under the Nordson Corporation 2012 Stock Incentive and Award Plan (“Stock Incentive Plan”). The Sub-Plan is a successor to the 2005 Nordson Corporation Directors’ Deferred Compensation Plan (the “2005 Plan”), which terminated in its entirety effective on the date that the Company’s shareholders approved the Stock Incentive Plan, February 26, 2013, (provided that all outstanding awards under the 2005 Plan as of the date of such shareholder approval shall remain outstanding and shall be administered and settled in accordance with the terms of the 2005 Plan, except as otherwise provided herein).

Definitions . Capitalized terms used in the Sub-Plan but not defined herein shall have the same meanings as defined in the Stock Incentive Plan. In addition to those terms and the terms defined in the preamble hereof, the following terms shall have the meanings set forth below, unless a different meaning is clearly required by the context:

(a)

“ Directors’ Compensation ” means all or a portion of the fees (including quarterly retainer fees, meeting fees, stock awards and such special or other fees as may be authorized by the Board of Directors, but excluding Stock Options) paid to the Directors by reason of their serving on the Board and, if applicable, on Committees of the Board.

(b)

“ Fair Market Value ” as of any date means the closing sale price per Share as reported in the NASDAQ Global Select Market on that date, or if the Market is closed, on the next preceding trading day during which a sale occurred.

(c)

“ Stock Equivalent Units ” mean stock equivalent units granted under Section 10 of the Stock Incentive Plan.

Directors’ Compensation . Each Director will have the option to defer his or her Directors’ Compensation that is paid in the form of cash and have it either (i) credited to an account maintained for him or her by the Company as cash or (ii) allocated to an account maintained for him or her by the Company as Stock Equivalent Units. Each Director will have the option to elect to defer pursuant to this Sub-Plan the delivery of Shares earned pursuant to Restricted Share Unit Awards, and to the extent the Restricted Share Units become vested, they will be allocated at the time of vesting to an account maintained for him or her by the Company as Stock Equivalent Units.

3.	Elections to Defer Directors’ Compensation .

(a)

Time of Election . Any person who is appointed to fill a vacancy on the Board, or is newly elected as a Director, may elect on a form provided by the Company and within thirty days (or such shorter period as specified by the Company) after the commencement of his or her term as a Director to defer the receipt of all or a specified portion of his or her Directors’ Compensation payable in the form of cash and earned for services performed for the balance of the year in which the

election is made and for succeeding years. Except as otherwise provided below, an election to defer the delivery of Shares earned pursuant to a Restricted Share Unit Award must be made by a Director on a form provided by the Company and no later than December 31 (or such earlier date as specified by the Company) of the calendar year next preceding the year in which the applicable Award may be granted. Notwithstanding the foregoing, with respect to any Award that qualifies as “fiscal year compensation” as defined under Code Section 409A, a Director may elect to defer such Award in accordance with this Sub-Plan on a form provided by the Company and no later than the close of the Company’s fiscal year (or such earlier date as specified by the Company) next preceding the first day of the first fiscal year for which such Award would otherwise be earned.

(b)

Duration of an Election . An election to defer Directors’ Compensation or Restricted Share Units will be irrevocable and will continue from calendar year to calendar year (or from fiscal year to fiscal year, in the case of “fiscal year compensation” deferred in accordance with this Sub-Plan) until a Director terminates or modifies the election by written request, but, in the event of a termination, the amount theretofore deferred will not be paid to the Director until the dates specified in the schedule set forth in Section 5(a). Any termination or modification of an election by written request shall be effective as of the first day of the calendar year (or fiscal year, in the case of “fiscal year compensation” deferred in accordance with this Sub-Plan) next following the year in which the written request is made.

(c)

Election to Defer Less than All Directors’ Compensation . In the event that any Director elects to defer less than all of the Directors’ Compensation payable to him or her in cash for any period, the Company will first pay the non-deferred portion of the Directors’ Compensation to the Director in cash and will only commence to defer his or her Directors’ Compensation, whether as cash or as Stock Equivalent Units, at such time as the entire non-deferred portion has been paid to the Director in cash.

4.	Election of Cash or Stock Equivalent Units; Deferral of Restricted Share Units .

(a)

Designation as Cash or Stock Equivalent Units . At the time that each Director makes an election to defer the receipt of all or a specified portion of his or her Directors’ Compensation paid in the form of cash, the Director will designate whether the amount of the cash compensation he or she elects to defer will be credited to his or her account as cash or allocated as Stock Equivalent Units. With respect to an election to defer Restricted Share Units, any deferral will be in the form of Restricted Share Units, which when vested will be allocated to an account maintained for him or her by the Company as Stock Equivalent Units.

(b)

Change of Designation from Cash to Stock Equivalent Units . Each Director who previously designated cash may at any time elect to have his or her designation changed from cash to Stock Equivalent Units (but not from Stock Equivalent

Directors’ Deferred Compensation Sub-Plan

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Units to cash) and all or a portion of the cash credited to his or her account converted to Stock Equivalent Units; provided that no such election may be made relating to all or a portion of the cash credited to his or her account within six months of an election to receive an early distribution under Section 5(b) hereof (if such distribution is funded by the conversion of Stock Equivalent Units). Upon making such an election, all or the designated portion of the cash credited to a Director’s account will be converted into Stock Equivalent Units based on the Fair Market Value of the Shares at the date of conversion.

(c)

Cash Credits . The Company will maintain an account for each Director who elects to defer Directors’ Compensation to be paid in cash and will credit his or her account (i) on the last day of each quarter with the amount of cash compensation he or she elects to defer which otherwise would have been paid to him or her during the quarter and (ii) on the last day of each quarter with interest on the balance in this account at a rate equal to the rate of interest of Ten Year Treasury Securities as reported in the Federal Reserve Bank Constant Maturity Series H-15 Report for the last business day of the quarter, paid on the average daily balance in the account during the quarter. To the extent that a Director’s account is credited with cash, the Director shall receive distributions under this Sub-Plan in cash.

(d)

Stock Equivalent Units . The Company will maintain an account for each Director who elects to defer Directors’ Compensation as Stock Equivalent Units. After a Director makes such an election, the Company will credit his or her account (i) on the last day of each fiscal quarter with a number of Stock Equivalent Units equal to the quotient of the amount of a Director’s retainer he or she elects to defer which otherwise would have been paid to him or her divided by the Fair Market Value of the Shares on that day; and (ii) on dividend payment dates with an additional number of Stock Equivalent Units equal to the product of the number of Stock Equivalent Units credited to this account on the record date multiplied by a fraction, the numerator of which is the amount of the dividend per Share and the denominator of which is the Fair Market Value of the Shares on the dividend payment date. To the extent that a Director’s account is credited with Stock Equivalent Units, the Director shall receive distributions under this Sub-Plan in Shares.

(e)

Restricted Share Units . The Company will maintain an account for each Director who elects to defer Restricted Share Units. After a Director makes such an election, the Company will credit his or her account with the number of Restricted Share Units deferred as of the date that the Restricted Share Units were otherwise granted. On dividend payment dates, the Company will credit his or her account with an additional number of Restricted Share Units equal to the product of the number of Restricted Share Units credited to this account on the record date multiplied by a fraction, the numerator of which is the amount of the dividend per Share and the denominator of which is the Fair Market Value of the Shares on the dividend payment date. Upon the vesting of the Restricted Share Units, the

Directors’ Deferred Compensation Sub-Plan

Page 3

Company will credit the Director’s account with a number of Stock Equivalent Units equal to the number of vested Restricted Share Units in the Director’s account, including the additional Restricted Share Units representing dividends paid during the restriction period, and the vested Restricted Share Units will be cancelled.

(f)

Subject to Claims of General Creditors . All Directors’ Compensation and Restricted Share Units deferred and amounts credited to accounts as cash, Stock Equivalent Units or Restricted Share Units under the terms of this Section 4 will remain part of the assets of the Company and will be subject to the claims of its general creditors.

5.	Distribution .

(a)

Normal Distribution . The account maintained for each Director who elects to defer Directors’ Compensation or Restricted Share Units will be distributed in 16 quarterly installments (the amount of each to equal the balance in his or her account at the particular time divided by the number of remaining installments) beginning with the first business day of the month immediately succeeding the month in which that Director incurs a “separation from service” with the Company within the meaning of Code Section 409A. The undistributed balance of any account will bear interest at the rate specified in Section 4(c)(ii), or be credited with additional Stock Equivalent Units upon the payment of dividends as provided in Section 4(d), until the account has been completely distributed.

(b)

Early Distribution in Event of Financial Emergency . Notwithstanding the provisions of Section 5(a), a Director may, with the consent of the Committee, withdraw all or a portion of his or her accounts in the event of (i) a financial emergency that is beyond the Director’s control; (ii) would cause the Director great hardship if early withdrawal were not permitted; and (iii) qualifies as an “unforeseeable emergency” within the meaning of Code Section 409A; provided that, no election to receive such an early withdrawal will be permitted if it would be funded, in whole or in part, by the conversion of Stock Equivalent Units into cash if such election occurs within six months of an election to have all or any portion of the Director’s cash account converted into Stock Equivalent Units. Any such early withdrawal shall be in the form of a cash distribution, with any Stock Equivalent Units converted into cash on the basis set forth in Section 5(b), and will be limited to the amount necessary to meet the emergency.

Death of a Director . A Director may elect whether, in the event of his or her death prior to the expiration of the period during which his or her account balance is distributable, the account balance will be distributed to his or her estate (or designated beneficiary) in a single distribution or in the installments contemplated by Section 5(a). Such election will be made at the time of the election contemplated by Section 3; if no such election is made, the account balance will be distributed in a single distribution.

Directors’ Deferred Compensation Sub-Plan

Page 4

Elections Under 2005 Plan . The accounts hereunder shall remain subject to the same elections and beneficiary designations that were controlling under the 2005 Plan immediately prior to the approval of the Stock Incentive Plan by the Company’s shareholders for the remainder of the period or periods for which such elections or designations are by their original terms applicable or until revoked or modified in accordance with this Sub-Plan. Notwithstanding any provision of this Sub-Plan or the 2005 Plan to the contrary, in no event will the provisions of Section 7 of the 2005 Plan (Non-Competition) be given effect.

Code Section 409A . It is intended that the Sub-Plan comply with the provisions of Code Section 409A, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Directors or beneficiaries. This Sub-Plan shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Although the Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A, the tax treatment of deferrals under this Sub-Plan is not warranted or guaranteed. Neither the Company, its Subsidiaries, the Board, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Director, beneficiary or other taxpayer as a result of the Sub-Plan.

Amendment . The Company reserves the right to amend, terminate or freeze the Sub-Plan, in whole or in part, at any time by action of the Board or its designee. In no event shall any such action by the Board or its designee adversely affect any Director who has an account without the consent of the Director, unless the Board or its designee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Code Section 409A. Except as otherwise determined by the Board and permitted by Code Section 409A (including Treasury Regulation Section 1.409A-3(j)), in the event that the Sub-Plan is terminated, the amounts allocated to a Director’s accounts shall be paid to the Director or his or her beneficiary on the dates on which the Director or beneficiary would otherwise receive payments hereunder without regard to the termination of the Sub-Plan.

[END OF DOCUMENT]

Directors’ Deferred Compensation Sub-Plan

Page 5

Exhibit 10-g-6

NOTICE AND ACCEPTANCE OF SHARE-BASED AWARD


To:				(“Grantee”)
Date of Notice:

Nordson Corporation, an Ohio corporation (the “Company”), grants to you, the Grantee named above, in accordance with the terms of Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”) and this Notice and Acceptance of Share-Based Awards (“Notice”) the following awards:


Award Type	Date of Grant	# of Units	Vesting Date
Restricted Share Units	[•]		[•]

Terms of Grant . See Appendix A to this Notice.

II.

Impact of Separation from Service as a Director on Vesting and Life of Awards . See Exhibit 1 to Appendix A of this Notice.

III.

Other Terms .

Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the awards; provided that, notwithstanding any other provision of this Notice, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Notice if the delivery thereof would result in a violation of any such law or listing requirement.

Amendments . Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to you. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect your rights under this Notice without your consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may provided in the Plan.

Severability . In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

NOTICE AND ACCEPTANCE OF SHARE-BASED AWARD


To:				(“Grantee”)
Date of Notice:

Relation to Plan . This Notice (along with Appendix A and Exhibit 1) is subject to the terms and conditions of the Plan and, together with the Plan, contain the entire understanding of the parties with respect to the subject matter contained in this Notice, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Notice and the Plan, the Plan shall govern. Capitalized terms used herein (and the related Appendix A and Exhibit 1) without definition shall have the meanings assigned to them in the Plan.

Successors and Assigns . The provisions of this Notice shall inure to the benefit of, and be binding upon your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

Governing Law . The interpretation, performance, and enforcement of this Notice shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

Electronic Delivery. You hereby consent and agree to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, grant or award notifications, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. You have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. You also hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that your electronic response or signature is the same as, and shall have the same force and effect as your manual signature.

APPENDIX A:

TERMS OF GRANT

RESTRICTED SHARE UNITS

Each Restricted Share Unit granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:


		FY [•] Director Compensation - Equity Grant

Form of Grant		Restricted Share Units (RSUs)

Grant Period		Fiscal Year [•]

Grant Date		[•]

Vesting Date		[•]

Vesting Period		[•] to [•]

Deferral Election Deadline		[•]

Ownership		The Grantee shall have no rights of ownership in the RSUs or in the Shares related thereto until the date on which the Shares underlying the vested RSUs are delivered to the Grantee.

Vesting		Non-Deferred : Payment of any RSUs from this grant and accompanying RSUs acquired from dividend payments that become vested will be made in the form of unrestricted Nordson Common Shares within 30 days after the Vesting Date. Deferred : Pursuant to an election by the Grantee under the Nordson Corporation Directors’ Deferred Compensation Sub-Plan to defer payment (or commencement of payment) of the RSUs until a later date, the RSUs from this grant and accompanying RSUs acquired from dividend payments will convert to Stock Equivalent Units (SEUs) on the Vesting Date.

Voting		The Grantee shall have no right to vote RSUs or the Shares related thereto until the date on which the Shares underlying the vested RSUs are delivered to the Grantee. On the Vesting Date: Non-Deferred : The vested RSUs that converted to Nordson Common shares carry voting rights. Deferred : No voting rights until the converted SEUs are distributed after retirement from the Board.

Transferability		The RSUs subject to the Notice are personal to the Grantee and may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they become vested and settled; provided, however, that the Grantee’s rights with respect to such RSUs may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such RSUs.

Taxable Event Date		Non-Deferred : Taxable Event is on the Vesting Date Deferred : Taxable Event is at the time of quarterly distribution after retirement from the Board of Directors

APPENDIX A:

TERMS OF GRANT

RESTRICTED SHARE UNITS


		FY [•] Director Compensation - Equity Grant

Dividends		The Grantee shall have no right to dividends until the date on which the Shares underlying the vested RSUs are delivered to the Grantee. However, on dividend payment dates that occur prior to the date the Shares are delivered to the Grantee hereunder, the Company will credit the Grantee with dividend equivalents in the form of an additional number of RSUs equal to the product of the number of outstanding RSUs at the close of business on the dividend record date multiplied by a fraction, the numerator of which is the amount of the dividend per Share and the denominator of which is the Fair Market Value of a Share on the dividend payment date. Any such additional RSUs shall be subject to all the terms and conditions of the Plan and the Notice (including this Appendix A and Exhibit 1). During the Vesting Period: Dividend equivalents are accrued as RSUs during the vesting period. On the Vesting Date: Non-Deferred : The RSUs that accrued from dividend equivalents credited during the Vesting Period are converted to Nordson Common shares on the Vesting Date. Deferred : The RSUs that accrued from dividend equivalents credited during the Vesting Period are converted to SEUs on the Vesting Date.

Impact of Termination of Service During Vesting Period		See Exhibit 1 regarding the impact of a separation from service as a Director on the RSUs.

EXHIBIT 1:

To the Terms of Grant

Impact of a Separation from Service as a Director on Restricted Share Unit Grants

Upon the Grantee’s separation from service as a director prior to the Vesting Date, the Restricted Share Units (RSUs) and accompanying RSUs acquired from dividend payments shall be treated as provided in the table below (and any forfeiture in accordance with the table below will be effective automatically, without further action or notice).


Reason For Separation of Service		Vesting
Death and Disability (Defined as a physical or mental impairment, due to accident or illness that renders the Grantee incapable of performing the duties of his normal occupation, as determined by the Committee. The Committee may, in its discretion, require that the existence of the Disability be verified by a physician approved by the Committee.)		All unvested RSUs will vest upon death or disability.

Retirement/Other Separation		A pro-rata portion of the RSUs will forfeit as of the date of retirement/other separation from service, determined based upon the ratio of the number of full months of service completed by the Grantee after the Date of Grant to the number of full months from the Date of Grant to the Vesting Date. The remaining RSUs will vest upon following the one year grant vesting date.

Separation due to a violation of the Company’s Code of Business and Ethical Conduct		All unvested RSUs will be forfeited, notwithstanding any other provision of this Exhibit 1.

Exhibit 21

NORDSON CORPORATION

Subsidiaries of the Registrant

The following table sets forth the subsidiaries of the Registrant (each of which is included in the Registrant’s consolidated financial statements), and the jurisdiction under the laws of which each subsidiary was organized:


Name		Jurisdiction of Incorporation

UNITED STATES:
Asymptotic Technologies, Inc. dba Nordson Asymtek		California
March Plasma Systems, Inc. dba Nordson March		California
Dage Precision Industries, Inc. dba Nordson Dage		California
YESTech, Inc. dba Nordson YESTech		California
Value Plastics, Inc		Colorado
Realty Land Conservancy 3		Colorado
VP Acquisition Holding, Inc.		Delaware
Xaloy Holdings, Inc.		Delaware
Nordson Xaloy Incorporated		Delaware
Xaloy Extrusion Dies L.L.C dba Nordson Xaloy Incorporated		Delaware
Nordson Extrusion Dies Industries. LLC		Delaware
Flametech Corporation		Delaware
New Castle Screw, Inc.		Delaware
Xaloy Superior Holdings, Inc.		Delaware
Nordson Kreyenborg, Inc.		Georgia
Nordson Kreyenborg America L.P.		Georgia
J and M Laboratories, Inc.		Georgia
Nordson Sealant Equipment, Inc.		Michigan
Micromedics, Inc		Minnesota
Nordson U.S. Trading Company		Ohio
Nordson England L.L.C.		Ohio
Nordson Medical Corporation		Ohio
Spirex Corporation dba Nordson Xaloy Incorporated		Ohio
Nordson Pacific, Inc.		Ohio
Nordson Atlantic LLC		Ohio
New Castle Industries, Inc. dba Nordson Xaloy Incorporated		Pennsylvania
Atlantic Grinding & Welding, Inc.		Pennsylvania
F.R. Gross Co., Inc.		Pennsylvania
Nordson EFD LLC.		Rhode Island
EFD International, Inc.		Rhode Island
New Castle Rolls, Inc.		Virginia
EDI Holdings, Inc.		Wisconsin
Nordson Extrusion Dies Industries, LLC		Wisconsin
Premier Dies Corporation dba Nordson EDI Premier Coating Division		Wisconsin

INTERNATIONAL:
Nordson Australia Pty. Limited		Australia
Nordson Osterreich GmbH		Austria
Nordson Benelux S.A./N.V.		Belgium
Nordson EDI Europe NV		Belgium
Nordson do Brasil Industria e Comercio Ltda.		Brazil
Nordson Canada Limited		Canada
Nordson (China) Co., Ltd.		China
Dage Test Systems (Suzhou) Co. Ltd.		China


Name		Jurisdiction of Incorporation

INTERNATIONAL:
Dage Trading (Suzhou) Co. Ltd.		China
Nordson Extrusion Dies Industries (Shanghai) Co. Ltd.		China
Nordson China Business Trust		China
Nordson Andina Limitada		Colombia
Nordson CS, spol.s.r.o.		Czech Republic
Nordson Danmark A/S		Denmark
Nordson Finland Oy		Finland
Nordson France S.A.S.		France
Dosage 2000 S.A.R.L		France
Nordson Deutschland GmbH		Germany
Nordson Engineering GmbH		Germany
Dage Deutschland GmbH		Germany
Nordson Holdings S.a.r.l. & Co. KG		Germany
Nordson Xaloy Europe GmbH		Germany
EDI GmbH		Germany
Nordson EDI GmbH & Co. K.G.		Germany
Extrusion Dies Management GmbH		Germany
Nordson Kreyenborg GmbH		Germany
Nordson BKG GmbH		Germany
Nordson Germania Ltd. & Co. KG		Germany
Nordson Holdings Gibraltar Limited Luxembourg SCS		Gibraltar
Nordson Investment (Gibraltar) Limited		Gibraltar
Nordson Holdings (Gibraltar) Limited		Gibraltar
Nordson Asia Pacific, Ltd.		Hong Kong
Value Plastics (Asia Pacific)		Hong Kong
Ligonia Limited		Hong Kong
Macaria Limited		Hong Kong
Nordson India Private Limited		India
Nordson Ireland Capital Company		Ireland
Nordson Italia S.p.A.		Italy
Nordson Xaloy Italia S.r.l.		Italy
Nordson K.K.		Japan
Nordson Asymtek K.K.		Japan
Dage Japan Co., Ltd.		Japan
Nordson Xaloy K.K		Japan
Nordson European Holdings Luxembourg S.a.r.l.		Luxembourg
Nordson S.a.r.l.		Luxembourg
Nordson Luxembourg S.a.r.l.		Luxembourg
Nordson (Malaysia) Sdn. Bhd.		Malaysia
Nordson de Mexico, S.A. de C.V.		Mexico
Nordson Benelux B.V.		The Netherlands
Nordson B.V.		The Netherlands
Nordson New Zealand		New Zealand
Nordson Norge A/S		Norway
Nordson Polska Sp.z.o.o.		Poland
Nordson Portugal Equipamento Industrial, Lda.		Portugal
Nordson Russia Limited Liability Company		Russia
Nordson S.E. Asia (Pte.) Ltd.		Singapore
Dage (SEASIA) Pte. Ltd		Singapore
Nordson SA		South Africa
Nordson Korea		South Korea


Name		Jurisdiction of Incorporation

INTERNATIONAL:
Nordson Iberica, S.A.		Spain
Nordson AB		Sweden
Nordson (Schweiz) A.G.		Switzerland
Nordson Xaloy Asia (Thailand) Ltd.		Thailand
Nordson (U.K.) Limited		United Kingdom
Dage Holdings Limited		United Kingdom
Dage Pension Trustees Limited		United Kingdom
Dage Precision Industries Limited		United Kingdom
Nordson London Limited		United Kingdom
Primount LLP		United Kingdom
Majority Kingdom Investment Limited		United Kingdom
Minority Kingdom Investment Limited		United Kingdom
Nordson International de Venezuela, CA		Venezuela

Exhibit 23

NORDSON CORPORATION

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

Registration Statement (Form S-8 No. 333-167406) pertaining to the Nordson Employees’ Savings Trust Plan and Nordson Hourly-Rated Employees’ Savings Trust Plan;

Registration Statement (Form S-8 No. 33-18309) pertaining to the Nordson Employees’ Savings Trust Plan;

Registration Statement (Form S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees’ Savings Trust Plan;

Registration Statement (Form S-8 No. 33-67780) pertaining to the Nordson Corporation 1993 Long-Term Performance Plan;

Registration Statement (Form S-8 No. 333-119399) pertaining to the Nordson Corporation 2004 Long-Term Performance Plan; and

Registration Statement (Form S-8 No. 333-188980) pertaining to the Nordson Corporation 2012 Stock Incentive and Award Plan

of our reports dated December 16, 2013, with respect to the consolidated financial statements and schedule of Nordson Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation included in this Annual Report (Form 10-K) of Nordson Corporation for the year ended October 31, 2013.

LOGO

Cleveland, Ohio

December 16, 2013

Certifications

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael F. Hilton, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 16, 2013

/s/ M ICHAEL F. H ILTON

Michael F. Hilton

President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Thaxton, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 16, 2013

/s/ G REGORY A. T HAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Hilton, president and chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

December 16, 2013

/s/ M ICHAEL F. H ILTON

Michael F. Hilton

President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Thaxton, senior vice president, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

December 16, 2013

/s/ G REGORY A. T HAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

Exhibit 99-a

For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant’s Registration Statements on Form S-8 Nos; 33-18309 (Employees Savings Trust Plan); and 33-33481 (Hourly-Rated Employees Savings Trust Plan):

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.