Cessation. Immediately following the admission of Purchaser as the sole member of the Blocker described in Section 2 of this Agreement, Blocker Parent does hereby cease to be a member of the Blocker and shall cease to have or exercise any right or power of a member of the Blocker.

Eligibility. Persons eligible to participate in the Plan are limited to Non-Employee Directors.

Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

Eligibility. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to full or part-time employees (including officers) of the Company or of an Affiliate, provided that the Affiliate is a Parent or Subsidiary.

Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; an individual that the Company or an Affiliate has engaged to become an officer or employee; a consultant who provides services to the Company or its Affiliates; or a Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

Eligibility. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall each year determine the Executive Officers of the Company eligible to participate in the Plan (the “Participants”). For purposes hereof, “Executive Officers” shall mean the Chief Executive Officer and the Chief Operating Officer of the Company, each executive of the Company or an Affiliate who reports directly to the Chief Executive Officer or the Chief Operating Officer of the Company, and any other executive of the Company or an Affiliate as may be selected by the Committee or who is an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As used herein, “Affiliate” shall mean each corporation that is a member of the Company’s affiliated group, within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”) (without regard to Section 1504(b) of the Code) other than any subsidiary of the Company that is itself a publicly held corporation as such term is defined in Section 162(m) of the Code and the Treasury regulations issued thereunder and any subsidiaries of such publicly held corporation subsidiary.

Eligibility. Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees of the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning of Code Sections 424(e) or 424(f), respectively). If otherwise eligible, a Service Provider who has been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights.

Eligibility. A Director is eligible to participate in this Plan in accordance with and subject to the requirements of this Plan.

Eligibility. Each Participant whose employment is involuntarily terminated shall receive Severance Pay; provided, however, that Severance Pay shall not be paid to any Participant who:

Eligibility. The Committee shall designate the Participants, if any, for each Performance Period. An Eligible Officer who is designated as a Participant for a given Performance Period is not guaranteed of being selected as a Participant for any other Performance Period.

Eligibility. An Employee of any Employer who # is an active participant in the Savings Plan during the Plan Year, # has Earnings in excess of the Code §401(a)(17) Limit for such Plan Year (“Excess Earnings”), and # is a member of the Employer's select group of management or highly compensated employees shall be eligible to participate in the Plan.

Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Purchase Rights (as defined in Section 9) to purchase Common Stock under the Plan provided that:

Eligibility. Each Eligible Executive with a salary level of A, B, or C may elect to defer his or her Compensation in accordance with the Plan. Each Director may elect to defer his or her Director’s Fees in accordance with the Plan. Rules regarding both Initial Distribution Elections and Subsequent Deferral Elections by Eligible Executives are provided in [Article V].

Eligibility. The Company’s officers and certain key employees will be eligible to participate in the Plan for a given performance period when designated by the Committee. Unless otherwise determined by the Committee in its discretion, in order to receive an award under this Plan for a given performance period, a participant must remain employed with the Company through the applicable award payment date.

Eligibility. An Employee who is a Participant in the Employees’ Savings Trust Plan and or the Non-Union ESOP whose benefits under either Plan have been limited by [Section 401(a)(17)], [Section 401(k)(3)], [Section 401(m)], [Section 402(g)(1)] or Section 415 of the Code, including limitations on tax-deferred and employer-matching contributions, shall be eligible for an excess retirement benefit determined by Section 2.2; provided, however, that an Employee who is a participant in the 2005 Nordson Corporation Deferred Compensation Plan with respect to any year shall not be entitled to an excess retirement benefit under this Plan with respect to such year. In addition, in the event that the Tax Deferred Contributions of an eligible Employee under the Employees’ Savings Trust Plan are limited by the provisions of [Section 401(a)(17)], [Section 401(k)(3)], Section 415 or 402(g)(1) of the Code, such eligible Employee may elect to defer payment of a portion of his compensation under this Plan to make up for that portion of his compensation that otherwise could have been made as Tax Deferred Contributions but for these limitations. The deferred payment election shall be made in writing by the eligible Employee and delivered to the Company prior to the beginning of a Plan Year. The election shall be irrevocable until the first day of the next Plan Year. Notwithstanding any of the foregoing, any reference in Section 2.1 and 2.2 hereunder to the limitations imposed by Section 402(g)(1) of the Code shall automatically include any amendments to such limitation to reflect cost of living increases.

Eligibility. To be eligible for the Retention Incentive Bonus, Employee must meet all of the following requirements:

A person is eligible to receive benefits under this Plan only if the person satisfies any of the following requirements:

Eligibility. The persons eligible to receive awards under this Sub-Plan are Israeli Employees and/or Israeli Non-Employees.

Eligibility. Bonuses may be granted to any Executive Officer who is designated as a Participant from time to time by the Committee. Designation as a Participant for a Bonus in one period shall not confer on a Participant the right to participate in the Plan for any other period.