Common use of By Employee for Good Reason Clause in Contracts

By Employee for Good Reason. Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance with Company. In the notice and opportunity event of a termination by Employee of the Period of Employment for cure requirements set forth at the end of Good Reason pursuant to this Section 5(cSubsection (d), Employee may terminate [his/her] shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment under this Agreement for “relationship with Company following payment of the Severance Benefits. "Good Reason” if any " shall exist in the event of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction change in Employee’s base annual salary from that provided immediately before 's position with Company which materially reduces Employee's level of responsibility or the Change in Control Date; nature of Employee's functions as set forth herein, (ii) a failure by Nordson to make available to Employee greater than ten percent (10%) reduction of Employee's level of compensation plans(including base salary, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other fringe benefits and perquisites that provide opportunities participation in non-discretionary bonus programs under which awards are payable pursuant to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; objective financial or performance standards) or (iiic) a change in the location relocation of Employee’s 's principal place of employment by more than 50 miles from thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location where and terminate the right of Employee was principally employed immediately before to terminate the Change in Control Date; Period of Employment pursuant to this Subsection (ivd) as a significant increase result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer entity to whom Employee reports will notthereafter, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled deemed by itself to terminate for constitute Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datepurposes of this Subsection (d).

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance with Company. In the notice and opportunity event of a termination by Employee of the Period of Employment for cure requirements set forth at the end of Good Reason pursuant to this Section 5(cSubsection (d), Employee may terminate [his/her] shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment under this Agreement for “relationship with Company following payment of the Severance Benefits. "Good Reason” if any " shall exist in the event of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction change in Employee’s base annual salary from that provided immediately before 's position with Company which materially reduces Employee's level of responsibility or the Change in Control Date; nature of Employee's functions as set forth herein, (ii) a failure by Nordson to make available to Employee greater than ten percent (10%) reduction of Employee's level of compensation plans(including base salary, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other fringe benefits and perquisites that provide opportunities participation in non-discretionary bonus programs under which awards are payable pursuant to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; objective financial or performance standards) or (iiic) a change in the location relocation of Employee’s 's principal place of employment by more than 50 miles from thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location where and terminate the right of Employee was principally employed immediately before to terminate the Change in Control Date; Period of Employment pursuant to this Subsection (ivd) as a significant increase result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer entity to whom Employee reports will notthereafter, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled deemed by itself to terminate for constitute Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescindedfor purposes of this Subsection (d). If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.F-3-3

By Employee for Good Reason. Subject Executive may, by notice to compliance with Employer, at any time during the notice and opportunity for cure requirements set forth at Employment Period, terminate the end of this Section 5(c), Employee may terminate [his/her] employment Employment Period under this Agreement for “Good Reason.” if For the purposes hereof, Executive shall have “Good Reason” to terminate employment with Employer on account of any of the following circumstances occurs during the Retention Period events without EmployeeExecutive’s express written consent: : (i) a any reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; Base Salary; (ii) a the failure by Nordson of Employer to make available to Employee compensation plansprovide employee benefits consistent with Section 4.3, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; herein; (iii) any requirement by Employer that Executive report to anyone other than the Board; (iv) a change in the location of EmployeeExecutive’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency duties or duration of Employee’s business travel; or position, or (v) a material and adverse change “Change of Control” (as defined below); provided however, that the circumstances set forth in this Section 5.4 shall not constitute Good Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the authoritiescontrary contained in this Section 5.4, powersif a “Change of Control” occurs during the Employment Period, functionsExecutive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (30) days following the date on which such notice is given. For purposes of this Section 5.4, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the a “Change in Control Date Control” shall be deemed to have taken place if any “Person” (but as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a change “beneficial owner” (as defined in Rule 13-3 under the office Exchange Act), directly or officer indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to whom Employee reports will notvote for the election of the Board (the “Voting Securities”);’ provided, however, that the event described in itself, this paragraph (b) shall not be deemed to be a material adverse change Change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice Control by virtue of termination for Good Reason based on any particular circumstance described in any of the following acquisitions: (i) through (v) any Employer or any subsidiary of this Section 5(c) only if Employee gives notice of that intention (and Employer in which Employer owns more than 50% of the particular circumstance on which the notice is basedcombined voting power of such entity (a “Subsidiary”), (ii) not later than 90 days after Employee becomes aware by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to an offering of the existence such Voting Securities, or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controlled by Executive or any group of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datepersons including Executive).

By Employee for Good Reason. Subject Employee’s employment under this Agreement may be terminated by Employee at any time following written notice to compliance with the notice Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”): i. A material diminution in Employee’s Base Salary or employment benefits other than a general reduction in Base Salary and/or benefits that affects all similarly situated employees; ii. A material breach of this Agreement by the Company; iii. A material diminution in Employee’s title, authorities, responsibilities, or duties without Employee’s consent (other than a temporary change while Employee is physically or mentally in capacitated or as required by applicable law; iv. A relocation of Employee’s primary work location that would require the reasonable person to move Employee’s residence from its then current location if Employee does not consent to such relocation; v. The Company permanently ceases its business operations; and/or vi. A Change in Control (as defined in Section 6.f below) of the Company and opportunity for cure requirements the Employee experiences any of the events set forth at in the end foregoing Sections 6.c.i through 6.c.v within either (A) the first 6 months following such Change in Control or (B) the Initial Term or any then-effective Renewed Term of this Section 5(c)Agreement, whichever is later. Notwithstanding the foregoing, Employee may not terminate [his/her] Employee’s employment under this Agreement for “Good Reason without first providing the Company advanced written notice of the event(s) and/or condition(s) constituting Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, which notice must be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not given no later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 Thirty (30) days after the date on which the notice is givenevent(s) and/or condition(s) constituting Good Reason first occurs. Upon the Company’s receipt of such notice, that the Company shall then have Thirty (30) days during which it may remedy the event(s) and/or condition(s) (the “Company Notice Period”) and, if so remedied, Employee proposes as [his/her] Employment Termination Datemay not terminate his employment under this Agreement for Good Reason. If Nordson cures Employee fails to comply with the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Dateimmediately preceding two sentences of this Section 6.c, Employee will such termination shall not be entitled to terminate considered a termination for Good Reason based upon Reason. If the cured circumstance and Company fails to cure the event(s) and/or conditions during the Company Notice Period, then the termination shall occur Thirty (30) days after the expiration of the Company Notice Period unless the Company, in its sole discretion, chooses to advance Employee’s notice will be deemed rescinded. If Nordson fails termination date to so cure before an alternate termination date of the proposed Employment Termination Date, EmployeeCompany’s employment will terminate for Good Reason effective on that dateown choosing.

By Employee for Good Reason. Subject The Employee shall have the right to compliance with terminate his employment for Good Reason, after providing prior written notice to the notice and opportunity for cure requirements set forth at Company of the end existence of the condition giving rise to the notice, as prescribed in this Section 5(c7(f), Employee may terminate [his/her] employment under this Agreement for . “Good Reason” if for termination of employment by the Employee shall mean, the occurrence of any of the following circumstances occurs during events without the Retention Period without expressed written consent of the Employee’s express written consent: : (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (iia) a failure by Nordson the Company to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans comply with any of the material provisions of this Agreement; (collectively, “Plans”b) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal assignment to the opportunities for overall Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation and benefits and perquisites or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that were available the failure to Employee immediately before the Change in Control Date; (iii) achieve annual performance goals or a change in the location of annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s principal place primary residence as of employment immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by more than 50 miles from the location where Employee was principally employed immediately before Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in right to terminate his employment for Good Reason, the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may must give prior written notice of termination intention to terminate employment for Good Reason based on any particular circumstance described in any to the Chair of (ithe Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) through (vor failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Section 5(c) only if Employee gives notice of that intention (and Agreement with which the Company has failed to comply, followed by a failure of the particular circumstance on which the notice is basedCompany to correct such failure within fifteen (15) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any written notice by the Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified sent by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datecertified mail.

By Employee for Good Reason. Subject The Employee shall have the right to compliance with terminate his employment for Good Reason, after providing prior written notice to the notice and opportunity for cure requirements set forth at Company of the end existence of the condition giving rise to the notice, as prescribed in this Section 5(c7(f), Employee may terminate [his/her] employment under this Agreement for . “Good Reason” if for termination of employment by the Employee shall mean, the occurrence of any of the following circumstances occurs during events without the Retention Period without expressed written consent of the Employee’s express written consent: : (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (iia) a failure by Nordson the Company to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans comply with any of the material provisions of this Agreement; (collectively, “Plans”b) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal assignment to the opportunities for overall Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation and benefits and perquisites or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that were available the failure to Employee immediately before the Change in Control Date; (iii) achieve annual performance goals or a change in the location of annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s principal place primary workplace as of employment immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by more than 50 miles from the location where Employee was principally employed immediately before Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in right to terminate his employment for Good Reason, the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may must give prior written notice of termination intention to terminate employment for Good Reason based on any particular circumstance described in any to the Executive Chair of (ithe Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) through (vor failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Section 5(c) only if Employee gives notice of that intention (and Agreement with which the Company has failed to comply, followed by a failure of the particular circumstance on which the notice is basedCompany to correct such failure within fifteen (15) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any written notice by the Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified sent by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datecertified mail.

By Employee for Good Reason. Subject The Employee shall have the right to compliance with terminate his employment for Good Reason, after providing prior written notice to the notice and opportunity for cure requirements set forth at Company of the end existence of the condition giving rise to the notice, as prescribed in this Section 5(c7(f), Employee may terminate [his/her] employment under this Agreement for . “Good Reason” if for termination of employment by the Employee shall mean, the occurrence of any of the following circumstances occurs during events without the Retention Period without expressed written consent of the Employee’s express written consent: : (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (iia) a failure by Nordson the Company to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans comply with any of the material provisions of this Agreement; (collectively, “Plans”b) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal assignment to the opportunities for overall Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation and benefits and perquisites or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that were available the failure to Employee immediately before the Change in Control Date; (iii) achieve annual performance goals or a change in the location of annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s principal place primary workplace as of employment immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by more than 50 miles from the location where Employee was principally employed immediately before Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in right to terminate his employment for Good Reason, the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may must give prior written notice of termination intention to terminate employment for Good Reason based on any particular circumstance described in any to the Chair of (ithe Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) through (vor failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Section 5(c) only if Employee gives notice of that intention (and Agreement with which the Company has failed to comply, followed by a failure of the particular circumstance on which the notice is basedCompany to correct such failure within fifteen (15) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any written notice by the Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified sent by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datecertified mail.

By Employee for Good Reason. Subject Executive may, by notice to compliance with Employer, at any time during the notice and opportunity for cure requirements set forth at Employment Period, terminate the end of this Section 5(c), Employee may terminate [his/her] employment Employment Period under this Agreement for “"Good Reason” if ." For the purposes hereof, Executive shall have "Good Reason" to terminate employment with Employer on account of any of the following circumstances occurs during the Retention Period events without EmployeeExecutive’s express written consent: : (i) a any reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; Base Salary; (ii) a the failure by Nordson of Employer to make available to Employee compensation plansprovide employee benefits consistent with Section 4.3, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; herein; (iii) any requirement by Employer that Executive report to anyone other than the CEO and the Board; (iv) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency Executive's duties or duration of Employee’s business travel; or position, or (v) a material and adverse change "Change of Control" (as defined below); provided however, that the circumstances set forth in this Section 5.4 shall not constitute Good Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the authoritiescontrary contained in this Section 5.4, powersif a "Change of Control" occurs during the Employment Period, functionsExecutive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (30) days following the date on which such notice is given. For purposes of this Section 5.4, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the a "Change in Control Date Control" shall be deemed to have taken place if any "Person" (but as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a change "beneficial owner" (as defined in Rule 13-3 under the office Exchange Act), directly or officer indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to whom Employee reports will notvote for the election of the Board (the "Voting Securities");’ provided, however, that the event described in itself, this paragraph (b) shall not be deemed to be a material adverse change Change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice Control by virtue of termination for Good Reason based on any particular circumstance described in any of the following acquisitions: (i) through (v) any Employer or any subsidiary of this Section 5(c) only if Employee gives notice of that intention (and Employer in which Employer owns more than 50% of the particular circumstance on which the notice is basedcombined voting power of such entity (a "Subsidiary"), (ii) not later than 90 days after Employee becomes aware by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to an offering of the existence such Voting Securities, or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controlled by Executive or any group of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datepersons including Executive).

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance with Company. In the notice and opportunity event of a termination by Employee of the Period of Employment for cure requirements set forth at the end of Good Reason pursuant to this Section 5(cSubsection (d), Employee may terminate [his/her] shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment under this Agreement for “relationship with Company following payment of the Severance Benefits. "Good Reason” if any " shall exist in the event of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction change in Employee’s base annual salary from that provided immediately before 's position with Company which materially reduces Employee's level of responsibility or the Change in Control Date; nature of Employee's functions as set forth herein, (ii) a failure by Nordson to make available to Employee greater than ten percent (10%) reduction of Employee's level of compensation plans(including base salary, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other fringe benefits and perquisites that provide opportunities participation in non-discretionary bonus programs under which awards are payable pursuant to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; objective financial or performance standards) or (iiic) a change in the location relocation of Employee’s 's principal place of employment by more than 50 miles from thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location where and terminate the right of Employee was principally employed immediately before to terminate the Change in Control Date; Period of Employment pursuant to this Subsection (ivd) as a significant increase result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer entity to whom Employee reports will notthereafter, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled deemed by itself to terminate for constitute Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescindedfor purposes of this Subsection (d). If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.F-1-3

By Employee for Good Reason. Subject to compliance with During the notice and opportunity for cure requirements set forth at the end of this Section 5(c)Term, Employee may terminate [his/her] his employment under this Agreement at any time for Good Reason. The following shall constitute “Good Reason” if any of the following circumstances occurs during the Retention Period without for termination by Employee’s express written consent: (ia) a reduction any material diminution in Employee’s base annual salary from that provided immediately before authority, duties or responsibilities with the Change in Control DateCompany; (iib) a failure by Nordson to make available the assignment to Employee compensation plans, employee pension plans, of any duties or responsibilities that are materially inconsistent with Employee’s existing duties or responsibilities as Vice-President of Microwave and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control DateTransport; (iiic) any material reduction by the Company in Employee’s Base Salary, Management Bonus or Retention Bonus; (d) following a Change in Control, any change in the location of Employee’s principal place status, reporting, duties or position that represents a demotion or diminution from Employee’s status, reporting, duties or position in effect before such Change in Control; (e) unless otherwise consented to in writing by Employee, the imposition of employment by any requirement that Employee relocate to, or perform any of his duties hereunder at, any location that is more than 50 fifty (50) miles from the location where Dallas/Fort Worth, Texas metropolitan area; provided, however, that reasonable and customary business travel, and the expectation that Employee was principally employed immediately before will perform certain functions in other offices of the Change Company in Control Date;the ordinary course of business consistent with past practices shall not be deemed a required relocation under this Section 5.5(e). (ivf) a significant increase in the frequency or duration Company’s failure to obtain the express assumption of Employee’s business travelthis Agreement by any successor to the Company; or (vg) a any material breach by the Company of any agreement (including this Agreement) between it and adverse change in the authorities, powers, functions, or duties attached to Employee. Any Good Reason shall not be waived by Employee’s position from those authoritiescontinued employment following an act or omission giving rise to such Good Reason. However, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, shall not be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination have been terminated for Good Reason based pursuant to Section(s) 5.5(a), (b), (c), (f) or (h) above without having first provided at least thirty (30) days written notice to the Company setting forth the specific acts or omissions which constitute or give rise to Good Reason and the Company fails to cure such acts or omissions within the 30 day notice period. If Employee’s employment is terminated by Employee for Good Reason then, in addition to immediately paying Employee the Final Compensation and Final Bonus, Employee shall be paid the Severance Payment. Any obligation of the Company to provide Employee the Severance Payment is conditioned on any particular circumstance described Employee signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date. The Severance Payment paid in any of accordance with the following schedule: (i) through the first payment of $337,000 of the Severance Payment will be payable in eight (v8) equal payments, with (A) the first payment being at the Company’s next regular payroll period which is at least five (5) business days following the effective date of this Section 5(c) only the Release (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Employee gives notice of that intention (and terminates on December 1, then the first payment shall not be paid until on or after January 1 of the particular circumstance on which next year, regardless of when the notice Release is basedreturned)), and (B) not later than 90 days after Employee becomes aware each of the existence remaining Quarterly Payments being paid on the next payroll period following the third, sixth, ninth, twelfth, fifteenth, eighteenth and twenty-first month anniversary dates of that particular circumstance. Any notice by Employee the first payment; and (ii) the remaining amount of termination for Good Reason must specify a date, not earlier than 30 days the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the date on which last Quarterly Payment, and each of the notice is given, that Employee proposes as [his/her] Employment Termination Dateremaining eight (8) payments being paid monthly thereafter. If Nordson cures In the circumstance identified by Employee in [his/her] notice before event the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Company terminates Employee’s employment will terminate for Good Reason effective on that datewithout Cause, any and all incentive or other unvested grants or deferred compensation awards shall be fully and immediately vested as of the Termination Date without any further action by Employee or the Company.

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance with Company. In the notice and opportunity event of a termination by Employee of the Period of Employment for cure requirements set forth at the end of Good Reason pursuant to this Section 5(cSubsection (d), Employee may terminate [his/her] shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment under this Agreement for “relationship with Company following payment of the Severance Benefits. "Good Reason” if any " shall exist in the event of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction change in Employee’s base annual salary from that provided immediately before 's position with Company which materially reduces Employee's level of responsibility or the Change in Control Date; nature of Employee's functions as set forth herein, (ii) a failure by Nordson to make available to Employee greater than ten percent (10%) reduction of Employee's level of compensation plans(including base salary, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other fringe benefits and perquisites that provide opportunities participation in non-discretionary bonus programs under which awards are payable pursuant to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; objective financial or performance standards) or (iiic) a change in the location relocation of Employee’s 's principal place of employment by more than 50 miles from thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location where and terminate the right of Employee was principally employed immediately before to terminate the Change in Control Date; Period of Employment pursuant to this Subsection (ivd) as a significant increase result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer entity to whom Employee reports will notthereafter, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled deemed by itself to terminate for constitute Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescindedfor purposes of this Subsection (d). If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.F-4-3

By Employee for Good Reason. Subject Anything herein to compliance with the notice and opportunity for cure requirements set forth at contrary notwithstanding, if the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: Company (i) demotes Employee to a reduction lesser position than provided in Employee’s base annual salary from that provided immediately before Paragraph 1 or, if the Change in Control Date; Transaction does not occur, Paragraph 27; (ii) causes a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a material change in the location nature or scope of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, duties, or duties responsibilities attached to Employee’s 's position as provided in Paragraph 1 or, if the Transaction does not occur, Paragraph 27; (iii) decreases Employee's salary below the level provided for by the terms of Paragraph 2 (taking 12 into account increases made from those authoritiestime to time in accordance with such Paragraph 2); (iv) materially reduces Employee's benefits under any executive compensation or employee benefit plan, powersprogram, functions, and duties as they existed immediately before or arrangement of the Change in Control Date Company (but other than a change made prior to a change in control that affects all of the office Company's senior executive officers alike) from the level in effect upon Employee's commencement of participation on or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through after the date hereof; (v) fails to elect or maintain Employee as a member of the Company's board of directors if required to do so under Paragraph 1; (vi) fails to locate Employee's office at the Company's principal executive office; (vii) fails to obtain the assumption in writing of the obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 60 days after a merger, consolidation, sale, or similar transaction unless such assumption occurs by operation of law; or (viii) commits any other material breach of this Section 5(ccontract, then, such action (or inaction) only if by the Company, unless consented to in writing by Employee, shall give Employee gives notice the right to treat such action as a termination of that intention (Employee's employment by the Company without Due Cause and to receive the compensation and benefits provided pursuant to Paragraph 18(d) above. Notwithstanding the preceding sentence, within 60 days of learning of the particular circumstance on which action (or inaction) described herein as the notice is basedbasis for a constructive termination of employment, Employee shall (unless he gives written consent thereto) not later than 90 days after Employee becomes aware of advise the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is givenCompany in writing, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee action (or inaction) constitutes a basis for termination of his employment pursuant to this Paragraph 18(e) in [his/her] notice before which event the proposed Employment Termination Date, Employee will not be entitled Company shall have 60 days in which to terminate for Good Reason based upon correct such action or inaction and if the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to Company does so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.correct such action (or

By Employee for Good Reason. Subject Employee may terminate his employment under this Agreement following written notice to compliance with the notice Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”): i. A material diminution in Employee’s Base Salary or employment benefits other than a general reduction in Base Salary and/or benefits that affects all similarly situated employees; ii. A material breach of this Agreement by the Company; iii. A material diminution in Employee’s title, authorities, responsibilities, or duties without Employee’s consent (other than a temporary change while Employee is physically or mentally in capacitated or as required by applicable law; iv. A relocation of Employee’s primary work location that would require the reasonable person to move Employee’s residence from its then current location if Employee does not consent to such relocation; v. The Company permanently ceases its business operations; and/or vi. A Change in Control (as defined in Section 7.2 of the Equity Plan) of the Company and opportunity for cure requirements the Employee experiences any of the events set forth at in the end foregoing Sections 6.c.i.-v. within either (A) the first 6 months following such Change in Control or (B) the Initial Term or any then-effective Renewed Term of this Section 5(c)Agreement, whichever is later. Notwithstanding the foregoing, Employee may not terminate [his/her] Employee’s employment under this Agreement for “Good Reason without first providing the Company advanced written notice of the event(s) and/or condition(s) constituting Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, which notice must be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not given no later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is givenevent(s) and/or condition(s) constituting Good Reason first occurs. Upon the Company’s receipt of such notice, that the Company shall then have 30 days during which it may remedy the event(s) and/or condition(s) (the “Company Notice Period”) and, if so remedied, Employee proposes as [his/her] Employment Termination Datemay not terminate his employment under this Agreement for Good Reason. If Nordson cures Employee fails to comply with the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Dateimmediately preceding two sentences of this Section 6.c., Employee will such termination shall not be entitled to terminate considered a termination for Good Reason based upon Reason. If the cured circumstance and Company fails to cure the event(s) and/or conditions during the Company Notice Period, then the termination shall occur 30 days after the expiration of the Company Notice Period unless the Company, in its sole discretion, chooses to advance Employee’s notice will be deemed rescinded. If Nordson fails termination date to so cure before an alternate termination date of the proposed Employment Termination Date, EmployeeCompany’s employment will terminate for Good Reason effective on that dateown choosing.

By Employee for Good Reason. Subject (a) Employee may, at any time during the Employment Period by notice to compliance with Employer, terminate the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment Employment Period under this Agreement for “"Good Reason” if " (as defined below). For the purposes hereof, Employee shall have "Good Reason" to terminate employment with Employer on account of any of the following circumstances occurs during the Retention Period events without Employee’s express written 's consent: : (i) a any reduction in Employee’s base annual salary from that provided immediately before the Change in Control DateBase Salary; (ii) Employer relocating its principal headquarters outside of a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; 30 mile radius from Manhattan; (iii) a change in the location failure of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; Employer to provide employee benefits consistent with Section 4.3 herein, or (iv) a significant increase "Change in Control" (as defined below); provided, however, that the frequency or duration circumstances set forth in this Section 5.3 shall not be Good Reason if within 30 days of Employee’s business travel; ornotice by Employee to Employer, Employer cures such circumstances. The effective date of such termination of Employee from Employer shall be the date that is thirty (30) days following the date on which such notice is given. (vb) For purposes of this Section 5.3, a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the "Change in Control Date Control" shall be deemed to have taken place if any "Person" (but as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a change "beneficial owner" (as defined in Rule 13d-3 under the office Exchange Act), directly or officer indirectly, of securities of the Corporation representing 50% or more of the combined voting power of Employer's then outstanding securities eligible to whom Employee reports will notvote for the election of the Board (the "Voting Securities"); provided, however, that the event described in itself, this paragraph (b) shall not be deemed to be a material adverse change Change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice Control by virtue of termination for Good Reason based on any particular circumstance described in any of the following acquisitions: (i) through (v) by Employer or any subsidiary of this Section 5(c) only if Employee gives notice of that intention (and Employer in which Employer owns more than 50% of the particular circumstance on which the notice is basedcombined voting power of such entity (a "Subsidiary"), (ii) not later than 90 days after Employee becomes aware by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer's Voting Securities pursuant to an offering of the existence of that particular circumstance. Any notice such Voting Securities, or (iv) pursuant to any acquisition by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that or any group or persons including Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified (or any entity controlled by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and or any group of persons including Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date).

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance the Company. If Employee terminates his employment pursuant to this Section 7(e), the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the later of the third anniversary of the date hereof, or the expiration of twelve months from the date of such termination; provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonus (if any), determined on an annualized pro-rata basis, as has been earned by the Employee and not paid to him at the time of such termination. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(e) shall be determined in accordance with the notice terms of such plans and opportunity for cure requirements set forth at programs. Except as provided in Section 5, 6 and 7(e), neither the end Employee nor any other person shall have any rights of claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 5(c7(e). In the event of a termination under this Section 7(e), any "lock-up provision" affecting any Class A Units held by Employee may terminate [his/her] employment under this Agreement for “which is longer than one year from the date of issuance of such Class A Units to Employee shall be limited to one year from the date of issuance of such Class A Units to Employee. Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: Reason shall exist if: (i) there is an assignment to Employee of any duties materially inconsistent with or which constitute a material reduction in Employee’s base annual salary from 's position, duties, responsibilities, or status with the Company, or a material reduction in Employee's reporting responsibilities, title or offices or a change in geographic location inconsistent with that provided immediately before the Change established in Control Date; Section 3(a); (ii) the Company acts in any way that would have a failure disproportionately material adverse effect on Employee's participation in or disproportionately and materially reduce Employee's benefit under any benefit plan of the Company in which Employee is participating or deprive Employee of any material fringe benefit enjoyed by Nordson Employee when compared to make available to Employee compensation plans, employee pension plans, other executives of the Company except those plans which are based on and employee welfare benefit plans (collectively, “Plans”) and other the benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal of which are related to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; Employee's personal performance of his duties hereunder; or (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a any material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) breach of this Section 5(c) only if Employee gives notice of that intention (and of Agreement by the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that dateCompany.

By Employee for Good Reason. Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may voluntarily terminate [his/her] his employment under this Agreement for Good Reason. “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: means (i) any action taken by the Company that results in a reduction significant diminution in Employee’s base annual salary responsibilities, authority or status, other than an isolated and inadvertent action that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from that provided immediately before the Change in Control Date; Employee; (ii) a failure any change by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before Company of the Change office location except as specified in Control Date; Section 1.3 above; or (iii) a change any material failure by the Company to comply with any provision of Section 2 of this Agreement, other than an isolated and inadvertent failure that is not taken in bad faith and is remedied by the location Company within 30 days after receipt of written notice thereof from the Employee. Termination of employment by Employee for Good Reason shall be communicated by giving the Company written notice of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Employee relies. A termination of employment by the Employee for Good Reason shall be effective on the tenth business day following the date when the notice is given or, if the Company is permitted to remedy its action or failure, its failure to cure within the requisite time period, whichever occurs last. In the event of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based pursuant to this subsection, the Company shall pay Employee a severance payment equal to twelve months of Employee’s base salary then in effect on any particular circumstance described the date of termination payable in any a lump sum on the effective date of the termination unless (i) through (v) the automatic extension of the Employment Period under section 3.1 of this Section 5(c) only if Employee gives notice of that intention (Agreement has not occurred and the employee is in the final year of the particular circumstance Employment Period, then the Company shall pay six months of Employee’s base salary then in effect on which the notice is based) not later than 90 days after Employee becomes aware date of termination payable in a lump sum on the effective date of the existence termination or (ii) the automatic extension of that particular circumstance. Any notice by the Employment Period under section 3.1 of this Agreement has not occurred and the employee is beyond the final year of the Employment Period then the Company shall pay Employee his base salary then in effect through the effective date of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datetermination.

By Employee for Good Reason. Subject to compliance with During the notice and opportunity for cure requirements set forth at the end of this Section 5(c)Term, Employee may terminate [his/her] his employment under this Agreement at any time for Good Reason. The following shall constitute “Good Reason” if any of the following circumstances occurs during the Retention Period without for termination by Employee’s express written consent: (ia) a reduction any material diminution in Employee’s base annual salary from that provided immediately before authority, duties or responsibilities with the Change in Control DateCompany; (iib) a failure by Nordson to make available the assignment to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites of any duties or responsibilities that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Dateare materially inconsistent with Employee’s existing duties or responsibilities as its Vice-President of Government Solutions; (iiic) any material reduction by the Company in Employee’s Base Salary, Management Bonus or Retention Bonus; (d) following a Change in Control, any change in the location of Employee’s principal place status, reporting, duties or position that represents a demotion or diminution from Employee’s status, reporting, duties or position in effect before such Change in Control; (e) unless otherwise consented to in writing by Employee, the imposition of employment by any requirement that Employee relocate to, or perform any of his duties hereunder at, any location that is more than 50 fifty (50) miles from the location where Dallas/Fort Worth, Texas metropolitan area; provided, however, that reasonable and customary business travel, and the expectation that Employee was principally employed immediately before will perform certain functions in other offices of the Change Company in Control Date;the ordinary course of business consistent with past practices shall not be deemed a required relocation under this Section 5.5(e). (ivf) a significant increase in the frequency or duration Company’s failure to obtain the express assumption of Employee’s business travelthis Agreement by any successor to the Company; or (vg) a any material breach by the Company of any agreement (including this Agreement) between it and adverse change in the authorities, powers, functions, or duties attached to Employee. Any Good Reason shall not be waived by Employee’s position from those authoritiescontinued employment following an act or omission giving rise to such Good Reason. However, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, shall not be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination have been terminated for Good Reason based pursuant to Section(s) 5.5(a), (b), (c), (f) or (h) above without having first provided at least thirty (30) days written notice to the Company setting forth the specific acts or omissions which constitute or give rise to Good Reason and the Company fails to cure such acts or omissions within the 30 day notice period. If Employee’s employment is terminated by Employee for Good Reason then, in addition to immediately paying Employee the Final Compensation and Final Bonus, Employee shall be paid the Severance Payment. Any obligation of the Company to provide Employee the Severance Payment is conditioned on any particular circumstance described Employee signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date. The Severance Payment paid in any of accordance with the following schedule: (i) through the first payment of $337,000 of the Severance Payment will be payable in eight (v8) equal payments, with (A) the first payment being at the Company’s next regular payroll period which is at least five (5) business days following the effective date of this Section 5(c) only the Release (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Employee gives notice of that intention (and terminates on December 1, then the first payment shall not be paid until on or after January 1 of the particular circumstance on which next year, regardless of when the notice Release is basedreturned)), and (B) not later than 90 days after Employee becomes aware each of the existence remaining Quarterly Payments being paid on the next payroll period following the third, sixth, ninth, twelfth, fifteenth, eighteenth and twenty-first month anniversary dates of that particular circumstance. Any notice by Employee the first payment; and (ii) the remaining amount of termination for Good Reason must specify a date, not earlier than 30 days the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the date on which last Quarterly Payment, and each of the notice is given, that Employee proposes as [his/her] Employment Termination Dateremaining eight (8) payments being paid monthly thereafter. If Nordson cures In the circumstance identified by Employee in [his/her] notice before event the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Company terminates Employee’s employment will terminate for Good Reason effective on that datewithout Cause, any and all incentive or other unvested grants or deferred compensation awards shall be fully and immediately vested as of the Termination Date without any further action by Employee or the Company.

By Employee for Good Reason. Subject to compliance with the notice and opportunity Steixxxx xxx terminate his employment for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement Good Reason by giving Odwalla thirty (30) days' advance written notice. Termination shall be for “"Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent" if: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date;position, duties, or responsibilities assigned to Steixxxx xxx materially and adversely changed; or (ii) a failure by Nordson Odwalla fails to make available to Employee compensation plans, employee pension plans, comply in any material respect with any of its material covenants and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes)agreements hereunder. Employee may give Steixxxx'x xxxtten notice of termination of his employment for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and shall specify with reasonable detail the nature of the particular circumstance on grounds for such termination and provide Odwalla with a period of thirty (30) days during which Odwalla shall be given the opportunity to cure the condition constituting Good Reason. Any such notice is basedshall be made not more than forty-five (45) not later than 90 days after Employee becomes aware the occurrence of the existence of event that particular circumstanceis the basis for the Good Reason. Any If the condition is remedied within the thirty (30) day notice by Employee period, Steixxxx'x xxxice of termination shall be rescinded automatically; if not remedied, termination shall become effective upon the expiration of the above notice period. In the event Steixxxx xxxminates his employment for Good Reason must specify a datepursuant to this section, not earlier than 30 days after and Odwalla fails to cure the date on which the notice is givencondition constituting Good Reason, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not Steixxxx xxxll be entitled to terminate receive severance pay in an amount equal to Steixxxx'x xxxe salary then in effect (as specified pursuant to Section 3(a)) for Good Reason based upon a period of twelve (12) months and reimbursement for the cured circumstance cost of acquiring health benefits through COBRA for a period of twelve (12) months. Such severance pay shall be in lieu of any damages under this Agreement for any alleged breach. Thereafter, all of Odwalla's obligations under this Agreement shall cease. Odwalla shall also have the option, in its complete discretion, to make Steixxxx'x xxxmination effective at any time prior to the end of the notice period, provided that Odwalla pays Steixxxx xxx compensation due and Employee’s owning through the balance of the notice will period (not to exceed thirty (30) days), in addition to the payment of twelve (12) months base salary and health benefits reimbursement described above. Such severance pay and health benefits reimbursement shall be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datepaid in accordance with Odwalla's normal payroll cycle.

By Employee for Good Reason. Subject At any time and without any prior notice, Executive may terminate his employment for Good Reason. If Executive terminates his employment for Good Reason, Employer shall pay Executive all compensation due and owing through the last day actually worked, including but not limited to compliance with payment for any accrued but unused vacation time, vested benefits under any employee benefit plan and unreimbursed expenses due to Executive. In addition, Employer shall (i) pay employee an amount, in equal installments for a period of one (1) year after termination of the notice Period of Employment and opportunity for cure requirements set forth pursuant to Employer's standard payroll policies and practices, equal to one and one-half (1 1/2) times Executive's annual base salary at the end time of this Section 5(c)the termination of his employment plus one and one-half (1 1/2) times his target annual bonus in effect at the time of the termination, Employee may terminate [his/her] employment (ii) pay Executive's COBRA premiums, if COBRA is properly elected, for a period of one (1) year after termination of the Period of Employment, and (iii) the restricted stock subject to the Award Agreement and the stock options subject to the Option Agreement, to the extent not previously exercised, shall automatically and immediately vest with respect to the greater of (x) the number of shares, if any, that would have vested if Executive continued service to Employer for a period of one (1) year after termination of the Period of Employment, or (y) two thirds (2/3) of the aggregate number of shares subject to each such award. Thereafter, all of Employer's obligations under this Agreement for “shall cease. For purposes of this Agreement, the term "Good Reason” if " shall mean any of the following circumstances occurs during the Retention Period without Employee’s express written consent: events or circumstances: (i) a reduction change in Employee’s base annual salary Executive's status, title, position or responsibilities (including reporting responsibilities) that represents a material adverse change from that provided immediately before the Change Executive's status, title, position or responsibilities as in Control Date; effect within the ninety (90) days preceding such change; (ii) a failure by Nordson the assignment to make available Executive of any duties or responsibilities that are materially inconsistent with Executive's status, title, position or responsibilities as in effect immediately prior to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; such assignment; (iii) any removal of Executive from or failure to reappoint or reelect Executive to the office or position (or to a change substantially similar office or position) in which Executive has been engaged to serve under this Agreement, except in connection with the location termination of Employee’s principal place Executive's employment as a result of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; his death, or for Disability or Cause; (iv) a significant increase reduction in the frequency Executive's annual base salary as set forth herein or duration failure to pay Executive any compensation or benefits to which he is entitled within ten (10) days after receipt of Employee’s business travelwritten notice from Executive; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed Employer's requiring Executive to be based at any location outside a fifty (50)-mile radius from Executive's primary place of employment, except for reasonably required travel on Employer's business which is not materially greater than such travel requirements required of Executive to adequately and appropriately perform his duties pursuant to this Agreement; (vi) the failure by Employer to continue in effect (without reduction in benefit level and/or reward opportunities) any material adverse change compensation or employee benefit plan in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice Executive is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.to

By Employee for Good Reason. Subject Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to compliance with Company. In the notice and opportunity event of a termination by Employee of the Period of Employment for cure requirements set forth at the end of Good Reason pursuant to this Section 5(cSubsection (d), Employee may terminate [his/her] shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment under this Agreement for “relationship with Company following payment of the Severance Benefits. "Good Reason” if any " shall exist in the event of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction change in Employee’s base annual salary from that provided immediately before 's position with Company which materially reduces Employee's level of responsibility or the Change in Control Date; nature of Employee's functions as set forth herein, (ii) a failure by Nordson to make available to Employee greater than ten percent (10%) reduction of Employee's level of compensation plans(including base salary, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other fringe benefits and perquisites that provide opportunities participation in non-discretionary bonus programs under which awards are payable pursuant to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; objective financial or performance standards) or (iiic) a change in the location relocation of Employee’s 's principal place of employment by more than 50 miles from thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location where and terminate the right of Employee was principally employed immediately before to terminate the Change in Control Date; Period of Employment pursuant to this Subsection (ivd) as a significant increase result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer entity to whom Employee reports will notthereafter, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled deemed by itself to terminate for constitute Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescindedfor purposes of this Subsection (d). If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.F-5-3

By Employee for Good Reason. Subject to compliance This Agreement and Employee’s employment with the notice and opportunity for cure requirements set forth Matador may be terminated at any time, at the end election of Employee, for Good Reason in accordance with Section 13, and such termination for Good Reason shall be treated as an involuntary separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. As used in this Section 5(c)Agreement, Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: shall mean (i) the assignment to Employee of duties inconsistent with the title of Chief Operating Officer or his then-current office, or a reduction material diminution in Employee’s base annual salary from that provided immediately before the Change in Control Date; then current authority, duties or responsibilities; (ii) a failure diminution of Employee’s then current Base Salary or other action or inaction that constitutes a material breach of this Agreement by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; Matador; or (iii) the relocation of Matador’s principal executive offices to a change location more than thirty (30) miles from Matador’s current principal executive offices or the transfer of Employee to a place other than Matador’s principal executive offices (excepting required travel on Matador’s business). Within thirty (30) days from the date Employee knows of the actions constituting Good Reason as defined in this Section 12(g), Employee shall give Matador written notice thereof, and provide Matador with a reasonable period of time, in no event exceeding thirty (30) days, after receipt of such notice to remedy the alleged actions constituting Good Reason; provided, however, that Matador shall not be entitled to notice of, and the opportunity to remedy, the recurrence of any alleged actions (or substantially similar actions) constituting Good Reason in the location event that Employee has previously provided notice of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; such prior alleged actions (ivor substantially similar actions) a significant increase in the frequency to Matador and provided Matador an opportunity to cure such prior actions (or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposessubstantially similar actions). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only In the event Matador does not cure the alleged actions, if Employee gives notice does not terminate this Agreement and his employment within sixty (60) days following the last day of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination DateMatador’s cure period, Employee will shall not be entitled to terminate his employment for Good Reason based upon the cured circumstance occurrence of such actions; provided, however, that any recurrence of such actions (or substantially similar actions) may constitute Good Reason. Any corrective measures undertaken by Matador are solely within its discretion and do not concede or indicate agreement that the actions described in Employee’s written notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for constitute Good Reason effective on that datewithin the meaning of this Section 12(g).

By Employee for Good Reason. Subject to compliance with During the notice and opportunity for cure requirements set forth at the end of this Section 5(c)Term, Employee may terminate [his/her] his employment under this Agreement at any time for Good Reason. The following shall constitute “Good Reason” if any of the following circumstances occurs during the Retention Period without for termination by Employee’s express written consent: (ia) a reduction any material diminution in Employee’s base annual salary from that provided immediately before authority, duties or responsibilities with the Change in Control DateCompany; (iib) a failure by Nordson to make available the assignment to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites of any duties or responsibilities that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Dateare materially inconsistent with Employee’s existing duties or responsibilities as its Vice-President of Staffing; (iiic) any material reduction by the Company in Employee’s Base Salary, Management Bonus or Retention Bonus; (d) following a Change in Control, any change in the location of Employee’s principal place status, reporting, duties or position that represents a demotion or diminution from Employee’s status, reporting, duties or position in effect before such Change in Control; (e) unless otherwise consented to in writing by Employee, the imposition of employment by any requirement that Employee relocate to, or perform any of his duties hereunder at, any location that is more than 50 fifty (50) miles from the location where Dallas/Fort Worth, Texas metropolitan area; provided, however, that reasonable and customary business travel, and the expectation that Employee was principally employed immediately before will perform certain functions in other offices of the Change Company in Control Date;the ordinary course of business consistent with past practices shall not be deemed a required relocation under this Section 5.5(e). (ivf) a significant increase in the frequency or duration Company’s failure to obtain the express assumption of Employee’s business travelthis Agreement by any successor to the Company; or (vg) a any material breach by the Company of any agreement (including this Agreement) between it and adverse change in the authorities, powers, functions, or duties attached to Employee. Any Good Reason shall not be waived by Employee’s position from those authoritiescontinued employment following an act or omission giving rise to such Good Reason. However, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, shall not be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination have been terminated for Good Reason based pursuant to Section(s) 5.5(a), (b), (c), (f) or (h) above without having first provided at least thirty (30) days written notice to the Company setting forth the specific acts or omissions which constitute or give rise to Good Reason and the Company fails to cure such acts or omissions within the 30 day notice period. If Employee’s employment is terminated by Employee for Good Reason then, in addition to immediately paying Employee the Final Compensation and Final Bonus, Employee shall be paid the Severance Payment. Any obligation of the Company to provide Employee the Severance Payment is conditioned on any particular circumstance described Employee signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date. The Severance Payment paid in any of accordance with the following schedule: (i) through the first payment of $337,000 of the Severance Payment will be payable in eight (v8) equal payments, with (A) the first payment being at the Company’s next regular payroll period which is at least five (5) business days following the effective date of this Section 5(c) only the Release (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Employee gives notice of that intention (and terminates on December 1, then the first payment shall not be paid until on or after January 1 of the particular circumstance on which next year, regardless of when the notice Release is basedreturned)), and (B) not later than 90 days after Employee becomes aware each of the existence remaining Quarterly Payments being paid on the next payroll period following the third, sixth, ninth, twelfth, fifteenth, eighteenth and twenty-first month anniversary dates of that particular circumstance. Any notice by Employee the first payment; and (ii) the remaining amount of termination for Good Reason must specify a date, not earlier than 30 days the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the date on which last Quarterly Payment, and each of the notice is given, that Employee proposes as [his/her] Employment Termination Dateremaining eight (8) payments being paid monthly thereafter. If Nordson cures In the circumstance identified by Employee in [his/her] notice before event the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Company terminates Employee’s employment will terminate for Good Reason effective on that datewithout Cause, any and all incentive or other unvested grants or deferred compensation awards shall be fully and immediately vested as of the Termination Date without any further action by Employee or the Company.

By Employee for Good Reason. Subject to compliance with the notice The Term of Employment and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] Employee’s employment under this Agreement may be terminated by Employee at any time for “Good Reason” (as defined below) upon delivery of written notice to the Bank, which notice shall specify the grounds constituting Good Reason. Subject to Paragraph 10 and the conditions set forth in Paragraph 7, if Employee’s employment is terminated under this Paragraph 6(b), the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder; and, thereafter, the Bank shall have no further obligations hereunder. For purposes of this Paragraph 6(b), Employee shall have “Good Reason” to terminate his employment upon the occurrence of any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base Base Salary is reduced below the annual salary rate set forth in this Agreement or below any higher annual rate in effect from that provided immediately before time to time during the Change in Control DateTerm of Employment as a result of increases made following the date of this Agreement; (ii) Employee’s employment is changed in any material respect such that Employee no longer serves as an executive officer or in a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Dateposition with similar duties; (iii) Employee is transferred to a change in the job location of Employee’s principal place of employment by which is more than 50 miles (by most direct highway route) from the location where Employee was principally employed immediately before the Change in Control DateMocksville, North Carolina; (iv) a significant increase the Bank gives Employee written notice as described in Paragraph 2 above of the frequency Bank’s intent that this Agreement not be renewed or duration of Employee’s business travelextended on its next renewal date; or (v) a material and adverse change in the authoritiesBank materially breaches the terms of this Agreement; provided, powershowever, functions, or duties attached that the foregoing shall not constitute Good Reason unless Employee provides the Bank with written notice thereof within 90 days of the first occurrence of the condition being claimed to Employee’s position from those authorities, powers, functionsconstitute Good Reason, and duties as they existed immediately before the Change in Control Date such condition continues uncorrected for thirty (but a change in the office 30) or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 more days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datesuch written notice.

By Employee for Good Reason. Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may voluntarily terminate [his/her] his employment under this Agreement for Good Reason. “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: means (i) any action taken by the Company that results in a reduction significant diminution in Employee’s base annual salary responsibilities, authority or status, other than an isolated and inadvertent action that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from that provided immediately before the Change in Control Date; Employee; (ii) a failure any change by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before Company of the Change office location except as specified in Control Date; Section 1.3 above; or (iii) a change any material failure by the Company to comply with any provision of Section 2 of this Agreement, other than an isolated and inadvertent failure that is not taken in bad faith and is remedied by the location Company within 30 days after receipt of written notice thereof from the Employee. Termination of employment by Employee for Good Reason shall be communicated by giving the Company written notice of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Employee relies. A termination of employment by the Employee for Good Reason shall be effective on the tenth business day following the date when the notice is given or, if the Company is permitted to remedy its action or failure, its failure to cure within the requisite time period, whichever occurs last. In the event of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based pursuant to this subsection, the Company shall pay Employee a severance payment equal to twelve months of Employee’s base salary then in effect on any particular circumstance described the date of termination payable in any a lump sum on the effective date of the termination unless (i1) through (v) the automatic extension of the Employment Period under section 3.1 of this Section 5(c) only if Employee gives notice of that intention (Agreement has not occurred and the employee is in the final year of the particular circumstance Employment Period, then the Company shall pay six months of Employee’s base salary then in effect on which the notice is based) not later than 90 days after Employee becomes aware date of termination payable in a lump sum on the effective date of the existence termination or (ii) the automatic extension of that particular circumstance. Any notice by the Employment Period under section 3.1 of this Agreement has not occurred and the employee is beyond the final year of the Employment Period then the Company shall pay Employee his base salary then in effect through the effective date of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datetermination.

By Employee for Good Reason. Subject Employee may terminate her employment under this Agreement following written notice to compliance with the notice Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”): i. A material diminution in Employee’s Base Salary or employment benefits other than a general reduction in Base Salary and/or benefits that affects all similarly situated employees; ii. A material breach of this Agreement by the Company; iii. A material diminution in Employee’s title, authorities, responsibilities, or duties without Employee’s consent (other than a temporary change while Employee is physically or mentally in capacitated or as required by applicable law); iv. A relocation of Employee’s primary work location that would require the reasonable person to move Employee’s residence from its then current location if Employee does not consent to such relocation; v. The Company permanently ceases its business operations; and/or vi. A Change in Control (as defined in Section 7.2 of the Equity Plan) of the Company and opportunity for cure requirements Employee experiences any of the events set forth at in the end foregoing Sections 6.c.i.-v. within either (A) the first six (6) months following such Change in Control or (B) the Initial Term or any then-effective Renewed Term of this Section 5(c)Agreement, whichever is later. Notwithstanding the foregoing, Employee may not terminate [his/her] Employee’s employment under this Agreement for “Good Reason without first providing the Company advanced written notice of the event(s) and/or condition(s) constituting Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, which notice must be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not given no later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is givenevent(s) and/or condition(s) constituting Good Reason first occurs. Upon the Company’s receipt of such notice, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before Company shall then have 30 days during which it may remedy the proposed Employment Termination Dateevent(s) and/or condition(s) (the “Company Notice Period”) and, if so remedied, Employee will may not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate under this Agreement for Good Reason effective on that dateReason. If Employee fails to comply with the immediately preceding two sentences of this Section 6.c., such termination shall not be considered a termination for Good Reason. If the Company fails to cure the event(s) and/or conditions during the Company Notice Period, then the termination shall occur 30 days after the expiration of the Company Notice Period unless the Company, in its sole discretion, chooses to advance Employee’s termination date to an alternate termination date of the Company’s own choosing.

By Employee for Good Reason. Subject to compliance with the notice The Term of Employment and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] Employee’s employment under this Agreement may be terminated by Employee at any time for “Good Reason” (as defined below) upon delivery of written notice to the Bank, which notice shall specify the grounds constituting Good Reason. Subject to Paragraph 10 and the conditions set forth in Paragraph 7, if Employee’s employment is terminated under this Paragraph 6(b), the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder; and, thereafter, the Bank shall have no further obligations hereunder. For purposes of this Paragraph 6(b), Employee shall have “Good Reason” to terminate his employment upon the occurrence of any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base Base Salary is materially reduced below the annual salary rate set forth in this Agreement or below any higher annual rate in effect from that provided immediately before time to time during the Change in Control DateTerm of Employment as a result of increases made following the date of this Agreement; (ii) Employee’s employment is changed and Employee’s duties or responsibilities are materially reduced such that Employee no longer serves as an executive officer or in a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Dateposition with similar duties; (iii) Employee is transferred to a change in the job location of Employee’s principal place of employment by which is more than 50 miles (by most direct highway route) from the location where Employee was principally employed immediately before the Change in Control DateMocksville, North Carolina; (iv) a significant increase the Bank gives Employee written notice as described in Paragraph 2 above of the frequency Bank’s intent that this Agreement not be renewed or duration of Employee’s business travelextended on its next renewal date; or (v) a material and adverse change in the authoritiesBank materially breaches the terms of this Agreement; provided, powershowever, functions, or duties attached that the foregoing shall not constitute Good Reason unless Employee provides the Bank with written notice thereof within 90 days of the first occurrence of the condition being claimed to Employee’s position from those authorities, powers, functionsconstitute Good Reason, and duties as they existed immediately before the Change in Control Date such condition continues uncorrected for thirty (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i30) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and EmployeeBank’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that datereceipt of such written notice.