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Share Ownership Guidelines

To reinforce the importance of aligning the financial interests of Nordson’s Directors, executives and long-term shareholders, Nordson Directors and executive officers are required to hold a minimum number of shares of Nordson Common Stock  

Directors are required to hold shares of Nordson Common Stock with a value equal to five (5) times the amount of the annual retainer paid to Directors.  The Company’s Chief Executive Officer is required to hold Nordson Common Stock having a dollar value at least equal to five (5) times base salary.  Nordson’s President (if the President is not also the CEO) or Chief Operating Officer is required to hold Nordson Common Stock having a dollar value at least equal to three (3) times base salary, while other Nordson executive officers are required to hold Nordson Common Stock having a dollar value at least equal to two (2) times base salary.

Directors are required to achieve the share ownership required by these Guidelines within five years of election to the Board, or, in the case of Directors serving at the time the Guidelines were adopted, within five years of the date of adoption of the Guidelines.  Likewise, newly elected or promoted executive officers will have up to five years to meet the share ownership required by these Guidelines after their election or promotion, or in the case of executive officers in office at the time the Guidelines were adopted, within five years of the date of adoption of the Guidelines.  

Equity interests that count toward satisfaction of the ownership guideline include: 

Directors:  Shares owned outright by the Director, or his or her spouse and dependent children; shares held in trust for the benefit of the Director or his or her family; shares of Restricted Stock; stock equivalent units held in deferred compensation accounts which may be distributed only in the form of Common Shares; or other individual retirement accounts.  

Executive Officers:  Shares owned outright by the Executive Officer, or his or her spouse and dependent children; shares held in trust for the benefit of the Executive Officer or his or her family; shares of Restricted Stock; shares held in deferred compensation accounts; and shares held in the NEST (Nordson ESOP Fund and Nordson Stock Fund) or other individual retirement accounts.
 
Directors and executive officers who have not satisfied the share ownership required by these Guidelines at the end of the five-year period or who have not exhibited progress towards compliance with the Guidelines prior to the end of such five-year period will be expected to retain 100% of the shares acquired through exercise of stock options, lapse of transfer restrictions on restricted stock or long term incentive share awards received pursuant to the 2004 Nordson Corporation Long Term Performance Plan, net of shares tendered to cover the exercise price of the option or taxes due on the exercise of stock option, the lapse of a restriction period or award of shares until the share ownership required by these Guidelines, or progress therewith as applicable, is achieved.    

Directors or executive officers who will be unable to achieve the share ownership required by theses Guidelines after taking any or all of the actions listed above will meet with the Chairman of the Governance and Nominating Committee (for Directors) or Compensation Committee (for executive officers) who will consult with the Chief Executive Officer to develop a plan to permit the Director or executive officer to achieve the share ownership required by theses Guidelines.

                       
Revised June 2006